Blackstone Annual Report 2021

Plain-text annual report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021 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 jurisdic(cid:2)on of incorpora(cid:2)on or organiza(cid:2)on) 20-8875684 (I.R.S. Employer Iden(cid:2)ﬁca(cid:2)on No.) 345 Park Avenue New York, New York 10154 (Address of principal execu(cid:2)ve oﬃces)(Zip Code) (212) 583-5000 (Registrant’s telephone number, including area code) Securi(cid:2)es registered pursuant to Sec(cid:2)on 12(b) of the Act: Title of each class Common Stock Trading Symbol(s) BX Name of each exchange on which registered New York Stock Exchange Indicate by check mark if the registrant is a well-known seasoned issuer, as deﬁned in Rule 405 of the Securi(cid:2)es Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to ﬁle reports pursuant to Sec(cid:2)on 13 or Sec(cid:2)on 15(d) of the Act. Yes ☐ No ☒ Securi(cid:2)es registered pursuant to Sec(cid:2)on 12(g) of the Act: None Indicate by check mark whether the registrant (1) has ﬁled all reports required to be ﬁled by Sec(cid:2)on 13 or 15(d) of the Securi(cid:2)es 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 submi(cid:3)ed electronically every Interac(cid:2)ve Data File required to be submi(cid:3)ed pursuant to Rule 405 of Regula(cid:2)on 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). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated ﬁler, an accelerated ﬁler, a non-accelerated ﬁler, smaller repor(cid:2)ng company, or an emerging growth company. See the deﬁni(cid:2)ons of “large accelerated ﬁler,” “accelerated ﬁler,” “smaller repor(cid:2)ng company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated ﬁler ☒ Non-accelerated ﬁler ☐ Accelerated ﬁler ☐ Smaller repor(cid:2)ng company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transi(cid:2)on period for complying with any new or revised ﬁnancial accoun(cid:2)ng standards provided pursuant to Sec(cid:2)on 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has ﬁled a report on and a(cid:3)esta(cid:2)on to its management’s assessment of the eﬀec(cid:2)veness of its internal control over ﬁnancial repor(cid:2)ng under Sec(cid:2)on 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accoun(cid:2)ng ﬁrm that prepared or issued its audit report. ☒ Indicate by check mark whether the registrant is a shell company (as deﬁned in Rule 12b-2 of the Act). Yes ☐ No ☒ As of June 30, 2021, the aggregate market value of the shares of common stock held by non-aﬃliates of the registrant was approximately $66.4 billion. As of February 18, 2022, there were 700,387,302 shares of common stock of the registrant outstanding. DOCUMENTS INCORPORATED BY REFERENCE None Table of Contents Part I. Item 1. Business Item 1A. Risk Factors Item 1B. Unresolved Staﬀ Comments Item 2. Proper(cid:2)es Item 3. Legal Proceedings Item 4. Mine Safety Disclosures Part II. Item 5. Market for Registrant’s Common Equity, Related Stockholder Ma(cid:3)ers and Issuer Purchases of Equity Securi(cid:2)es Item 6. (Reserved) Item 7. Management’s Discussion and Analysis of Financial Condi(cid:2)on and Results of Opera(cid:2)ons Item 7A. Quan(cid:2)ta(cid:2)ve and Qualita(cid:2)ve Disclosures About Market Risk Item 8. Financial Statements and Supplementary Data Item 8A. Unaudited Supplemental Presenta(cid:2)on of Statements of Financial Condi(cid:2)on Item 9. Changes in and Disagreements With Accountants on Accoun(cid:2)ng and Financial Disclosure Item 9A. Controls and Procedures Item 9B. Other Informa(cid:2)on Item 9C. Disclosure Regarding Foreign Jurisdic(cid:2)ons that Prevent Inspec(cid:2)ons Part III. Item 10. Directors, Execu(cid:2)ve Oﬃcers and Corporate Governance Item 11. Execu(cid:2)ve Compensa(cid:2)on Item 12. Security Ownership of Certain Beneﬁcial Owners and Management and Related Stockholder Ma(cid:3)ers Item 13. Certain Rela(cid:2)onships and Related Transac(cid:2)ons, and Director Independence Item 14. Principal Accountant Fees and Services Part IV. Item 15. Exhibits and Financial Statement Schedules Item 16. Form 10-K Summary Signatures Page 8 25 85 85 85 85 86 88 88 150 154 228 230 230 231 231 232 239 258 262 268 269 284 285 1 Forward-Looking Statements This report may contain forward-looking statements within the meaning of Sec(cid:2)on 27A of the U.S. Securi(cid:2)es Act of 1933, as amended, and Sec(cid:2)on 21E of the U.S. Securi(cid:2)es Exchange Act of 1934, as amended, which reﬂect our current views with respect to, among other things, our opera(cid:2)ons, taxes, earnings and ﬁnancial performance, and share repurchases and dividends. You can iden(cid:2)fy these forward-looking statements by the use of words such as “outlook,” “indicator,” “believes,” “expects,” “poten(cid:2)al,” “con(cid:2)nues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “es(cid:2)mates,” “an(cid:2)cipates,” “opportunity,” “leads” or the nega(cid:2)ve version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertain(cid:2)es. 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 the impact of the novel coronavirus (“COVID-19”), as well as those described under the sec(cid:2)on en(cid:2)tled “Risk Factors” in this report, as such factors may be updated from (cid:2)me to (cid:2)me in our periodic ﬁlings with the United States Securi(cid:2)es and Exchange Commission (“SEC”), which are accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaus(cid:2)ve and should be read in conjunc(cid:2)on with the other cau(cid:2)onary 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 obliga(cid:2)on to publicly update or review any forward-looking statement, whether as a result of new informa(cid:2)on, future developments or otherwise. Risk Factor Summary The following is only a summary of the principal risks that may materially adversely aﬀect our business, ﬁnancial condi(cid:2)on, results of opera(cid:2)ons and cash ﬂows. The following should be read in conjunc(cid:2)on with the more complete discussion of the risk factors we face, which are set forth more fully in “Part I. Item 1A. Risk Factors.” Risks Related to Our Business • • • • • • • • Signiﬁcant setbacks in the reopening of the global economy or reinstatement of restric(cid:2)ons as a result of the ongoing COVID-19 pandemic may adversely impact our performance and results of opera(cid:2)ons. Our business could be adversely aﬀected by diﬃcult market and economic condi(cid:2)ons, as well as geopoli(cid:2)cal concerns or other global events, each of which could materially reduce our revenue, earnings and cash ﬂow and adversely aﬀect our ﬁnancial prospects and condi(cid:2)on. An increase in interest rates and other changes in the ﬁnancial markets could nega(cid:2)vely impact the values of certain assets or investments and the ability of our funds and their por(cid:6)olio companies to access the capital markets on a(cid:3)rac(cid:2)ve terms, which could adversely aﬀect investment and realiza(cid:2)on opportuni(cid:2)es. A decline in the pace or size of investments made by, or poor performance of, our funds may adversely aﬀect our revenues and obligate us to repay Performance Alloca(cid:2)ons previously paid to us, and could adversely aﬀect our ability to raise capital. Our revenue, earnings, net income and cash ﬂow can all vary materially, which may make it diﬃcult for us to achieve steady earnings growth on a quarterly basis. Our business could be adversely aﬀected by the loss of services from our founder and other key senior managing directors or future diﬃculty in recrui(cid:2)ng and retaining professionals. The asset management business depends in large part on our ability to raise capital from third party investors and is intensely compe(cid:2)(cid:2)ve. Changes in U.S. and foreign taxa(cid:2)on of businesses and other tax laws, regula(cid:2)ons or trea(cid:2)es could adversely aﬀect us, including by adversely impac(cid:2)ng our eﬀec(cid:2)ve tax rate and tax liability. 2 • • Cybersecurity or other opera(cid:2)onal risks could result in the loss of data, interrup(cid:2)ons in our business and damage to our reputa(cid:2)on, and subject us to regulatory ac(cid:2)ons, increased costs and ﬁnancial losses. Extensive regula(cid:2)on of our businesses aﬀects our ac(cid:2)vi(cid:2)es, creates the poten(cid:2)al for signiﬁcant liabili(cid:2)es and penal(cid:2)es, may make it more diﬃcult for us to deploy capital in certain jurisdic(cid:2)ons or sell assets to certain buyers, and could result in addi(cid:2)onal burdens on our business. • Employee misconduct could impair our ability to a(cid:3)ract and retain clients and subject us to legal liability and reputa(cid:2)onal harm. Fraud, decep(cid:2)ve prac(cid:2)ces or other misconduct at por(cid:6)olio companies or service providers could similarly subject us to liability and reputa(cid:2)onal damage and harm performance. We are subject to increasing scru(cid:2)ny from regulators and certain investors with respect to the environmental, social and governance impacts of investments made by our funds. Climate change, climate change-related regula(cid:2)on and sustainability concerns could adversely aﬀect our businesses and the opera(cid:2)ons of our por(cid:6)olio companies, and any ac(cid:2)ons we take or fail to take in response to such ma(cid:3)ers could damage our reputa(cid:2)on. We are subject to substan(cid:2)al li(cid:2)ga(cid:2)on risks and may face signiﬁcant liabili(cid:2)es and damage to our reputa(cid:2)on as a result of such allega(cid:2)ons and nega(cid:2)ve publicity. Certain policies and procedures implemented to mi(cid:2)gate poten(cid:2)al conﬂicts of interest and other risk management ac(cid:2)vi(cid:2)es may reduce the synergies across our various businesses, and failure to deal appropriately with conﬂicts of interest could damage our reputa(cid:2)on and adversely aﬀect our businesses. Valua(cid:2)on methodologies can be subject to a signiﬁcant degree of subjec(cid:2)vity and judgment, and the expected fair value of assets may never be realized. We may be unable to consummate or successfully integrate addi(cid:2)onal development opportuni(cid:2)es or increase the number and type of investment products, including those oﬀered to retail investors and insurance companies. Dependence on signiﬁcant leverage in investments by our funds could adversely aﬀect our ability to achieve a(cid:3)rac(cid:2)ve rates of return on those investments. Investors may have certain redemp(cid:2)on, termina(cid:2)on or dissolu(cid:2)on rights or may not sa(cid:2)sfy their contractual obliga(cid:2)on to fund capital calls when requested by us. Certain of our investment funds may invest in securi(cid:2)es of companies that are experiencing signiﬁcant ﬁnancial or business diﬃcul(cid:2)es. Investments in certain assets and industries, such as energy, infrastructure and real estate, may expose us to risks inherent to those assets and industries, including environmental liabili(cid:2)es and increased opera(cid:2)onal, construc(cid:2)on, regulatory and market risks. Our funds’ and our performance may be adversely aﬀected by inaccurate ﬁnancial projec(cid:2)ons of our funds’ por(cid:6)olio companies, con(cid:2)ngent liabili(cid:2)es, counterparty defaults or forced disposal of investments at a disadvantageous (cid:2)me. • • • • • • • • • • • Risks Related to Our Organiza(cid:2)onal Structure • • • The signiﬁcant vo(cid:2)ng power of holders of our Series I preferred stock and Series II preferred stock may limit the ability of holders of our common stock to inﬂuence our business. We are not required to comply with certain provisions of U.S. securi(cid:2)es laws rela(cid:2)ng to proxy statements and, as a controlled company, certain requirements of the New York Stock Exchange. Our cer(cid:2)ﬁcate of incorpora(cid:2)on provides the Series II Preferred Stockholder with certain rights that may aﬀect or conﬂict with the interests of the other stockholders and could materially alter our opera(cid:2)ons. 3 • • We are required to pay our senior managing directors for most of the beneﬁts rela(cid:2)ng to certain addi(cid:2)onal tax deprecia(cid:2)on or amor(cid:2)za(cid:2)on deduc(cid:2)ons we may claim. If Blackstone Inc. were deemed an “investment company” under the 1940 Act, applicable restric(cid:2)ons could make it imprac(cid:2)cal for us to con(cid:2)nue our business as contemplated. Risks Related to Our Common Stock • • • The price of our common stock may decline due to the large number of shares of common stock eligible for future sale and exchange. Our cer(cid:2)ﬁcate of incorpora(cid:2)on provides us with a right to acquire all of the then outstanding shares of common stock under speciﬁed circumstances. Our bylaws designate the Court of Chancery of the State of Delaware or U.S. federal district courts, as applicable, as the sole and exclusive forum for certain types of ac(cid:2)ons and proceedings. Website and Social Media Disclosure We use our website (www.blackstone.com), Facebook page (www.facebook.com/blackstone), Twi(cid:3)er (www.twi(cid:3)er.com/blackstone), LinkedIn (www.linkedin.com/company/blackstonegroup), Instagram (www.instagram.com/blackstone), SoundCloud (www.soundcloud.com/blackstone-300250613), PodBean (www.blackstone.podbean.com), Spo(cid:2)fy (h(cid:3)ps://spo(cid:2).ﬁ/2LJ1tHG), YouTube (www.youtube.com/user/blackstonegroup) and Apple Podcast (h(cid:3)ps://apple.co/31Pe1Gg) accounts as channels of distribu(cid:2)on of company informa(cid:2)on. The informa(cid:2)on we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addi(cid:2)on to following our press releases, SEC ﬁlings and public conference calls and webcasts. In addi(cid:2)on, you may automa(cid:2)cally receive email alerts and other informa(cid:2)on about Blackstone when you enroll your email address by visi(cid:2)ng the “Contact Us/Email Alerts” sec(cid:2)on of our website at h(cid:3)p://ir.blackstone.com. The contents of our website, any alerts and social media channels are not, however, a part of this report. Eﬀec(cid:2)ve August 6, 2021, The Blackstone Group Inc. changed its name to Blackstone Inc. Blackstone Inc. was ini(cid:2)ally formed as The Blackstone Group L.P. (the “Partnership”) and converted from a Delaware limited partnership to a Delaware corpora(cid:2)on, The Blackstone Group Inc. (the “Conversion”), eﬀec(cid:2)ve July 1, 2019. This report includes the results for the Partnership prior to the Conversion and Blackstone Inc. following the Conversion. In this report, references to “Blackstone,” the “Company,” “we,” “us” or “our” refer to (a) Blackstone Inc. and its consolidated subsidiaries following the Conversion and (b) the Partnership and its consolidated subsidiaries prior to the Conversion. All references to shares or per share amounts prior to the Conversion refer to units or per unit amounts. Unless otherwise noted, all references to shares or per share amounts following the Conversion refer to shares or per share amounts of common stock. All references to dividends prior to the Conversion refer to distribu(cid:2)ons. See “Part II. Item 7. Management’s Discussion and Analysis of Financial Condi(cid:2)on and Results of Opera(cid:2)ons — Organiza(cid:2)onal Structure.” Eﬀec(cid:2)ve February 26, 2021, Blackstone eﬀectuated changes to rename its Class A common stock as “common stock,” and to reclassify its Class B and Class C common stock into a new “Series I preferred stock” and “Series II preferred stock,” respec(cid:2)vely (the “share reclassiﬁca(cid:2)on”). Each new stock has the same rights and powers of its predecessor. All references to common stock, Series I preferred stock and Series II preferred stock prior to the share reclassiﬁca(cid:2)on refer to Class A, Class B and Class C common stock, respec(cid:2)vely. See “Part II. Item 7. Management’s Discussion and Analysis of Financial Condi(cid:2)on and Results of Opera(cid:2)ons — Organiza(cid:2)onal Structure.” 4 “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 mul(cid:2)-year drawdown structures that pay carry on the realiza(cid:2)on of an investment. We refer to our real estate opportunis(cid:2)c 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 Blackstone Real Estate Income Trust, Inc., our non-listed REIT, as “BREIT.” We refer to our real estate funds that target substan(cid:2)ally stabilized assets in prime markets as Blackstone Property Partners (“BPP”) funds and our income-genera(cid:2)ng European real estate funds as Blackstone European Property Income (“BEPIF”) funds. We refer to BREIT, BPP and BEPIF collec(cid:2)vely 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 Partners (“BEP”) funds, our core private equity funds as Blackstone Core Equity Partners (“BCEP”), our opportunis(cid:2)c investment pla(cid:6)orm that invests globally across asset classes, industries and geographies as Blackstone Tac(cid:2)cal Opportuni(cid:2)es (“Tac(cid:2)cal Opportuni(cid:2)es”), our secondary fund of funds business as Strategic Partners Fund Solu(cid:2)ons (“Strategic Partners”), our infrastructure-focused funds as Blackstone Infrastructure Partners (“BIP”), our life sciences investment pla(cid:6)orm, Blackstone Life Sciences (“BXLS”), our growth equity investment pla(cid:6)orm, Blackstone Growth (“BXG”), our mul(cid:2)-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 Alterna(cid:2)ves Solu(cid:2)on (“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, including a registered investment company, 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.” “BIS” refers to Blackstone Insurance Solu(cid:2)ons, which partners with insurers to deliver capital-eﬃcient investments tailored to each insurer’s needs and risk proﬁle. 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) (b) the fair value of the investments held by our carry funds and our side-by-side and co-investment en(cid:2)(cid:2)es managed by us plus the capital that we are en(cid:2)tled to call from investors in those funds and en(cid:2)(cid:2)es pursuant to the terms of their respec(cid:2)ve capital commitments, including capital commitments to funds that have yet to commence their investment periods, 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 Hedge Fund Solu(cid:2)ons drawdown funds (plus, in each case, the capital that we are en(cid:2)tled to call from investors in those funds, including commitments yet to commence their investment periods), and (2) our funds of hedge funds, our Hedge Fund Solu(cid:2)ons registered investment companies, BREIT, and BEPIF, 5 (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 obliga(cid:2)ons (“CLO”) during the reinvestment period, (e) the aggregate par amount of collateral assets, including principal cash, for our CLOs a(cid:7)er the reinvestment period, (f) the gross or net amount of assets (including leverage where applicable) for our credit-focused registered investment companies, (g) the fair value of common stock, preferred stock, conver(cid:2)ble debt, term loans or similar instruments issued by BXMT, and (h) borrowings under and any amounts available to be borrowed under certain credit facili(cid:2)es of our funds. Our carry funds are commitment-based drawdown structured funds that do not permit investors to redeem their interests at their elec(cid:2)on. Our funds of hedge funds, hedge funds, funds structured like hedge funds and other open-ended funds in our Real Estate, Hedge Fund Solu(cid:2)ons and Credit & Insurance segments generally have structures that aﬀord an investor the right to withdraw or redeem their interests on a periodic basis (for example, annually or quarterly), typically with 30 to 95 days’ no(cid:2)ce, depending on the fund and the liquidity proﬁle of the underlying assets. In our Perpetual Capital vehicles where redemp(cid:2)on rights exist, Blackstone has the ability to fulﬁll redemp(cid:2)on requests only (a) in Blackstone’s or the vehicles’ board’s discre(cid:2)on, as applicable, or (b) to the extent there is suﬃcient new capital. Investment advisory agreements related to certain separately managed accounts in our Hedge Fund Solu(cid:2)ons and Credit & Insurance segments, excluding our BIS separately managed accounts, may generally be terminated by an investor on 30 to 90 days’ no(cid:2)ce. Our BIS separately managed accounts 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 and Real Estate segment carry funds including certain BREDS and Hedge Fund Solu(cid:2)ons 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, and certain of our Hedge Fund Solu(cid:2)ons 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 6 (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. Each of our segments may include certain Fee-Earning Assets Under Management on which we earn performance revenues but not management fees. Our calcula(cid:2)ons of Total Assets Under Management and Fee-Earning Assets Under Management may diﬀer from the calcula(cid:2)ons of other asset managers, and as a result this measure may not be comparable to similar measures presented by other asset managers. In addi(cid:2)on, our calcula(cid:2)on 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 deﬁni(cid:2)ons of Total Assets Under Management and Fee-Earning Assets Under Management are not based on any deﬁni(cid:2)on 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. “Perpetual Capital” refers to the component of assets under management with an indeﬁnite term, that is not in liquida(cid:2)on, and for which there is no requirement to return capital to investors through redemp(cid:2)on 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 cons(cid:2)tute an oﬀer of any Blackstone Fund. 7 Item 1. Business Overview Part I. Blackstone is one of the world’s leading investment ﬁrms, with Total Assets Under Management of $880.9 billion as of December 31, 2021. We seek to create posi(cid:2)ve economic impact and long-term value for our investors, the companies we invest in, and the communi(cid:2)es in which we work. We do this by using extraordinary people and ﬂexible capital to help companies solve problems. Our asset management businesses include investment vehicles focused on real estate, private equity, infrastructure, life sciences, growth equity, credit, real assets and secondary funds, all on a global basis. Our businesses use a solu(cid:2)ons-oriented approach to drive be(cid:3)er performance. We believe our scale, diversiﬁed business, long record of investment performance, rigorous investment process and strong client rela(cid:2)onships posi(cid:2)on us to con(cid:2)nue to perform well in a variety of market condi(cid:2)ons, expand our assets under management and add complementary businesses. We invest across asset classes on behalf of our investors, including pension funds, insurance companies and individual investors. Our mission is to create long-term value through careful stewardship of their capital. To the extent our funds perform well, we can support a be(cid:3)er re(cid:2)rement for tens of millions of pensioners, including teachers, nurses and ﬁreﬁghters. We view environmental, social and governance (“ESG”) principles as central to our mission of delivering strong returns for our clients, and use our scale and exper(cid:2)se to help strengthen our companies, assets and the communi(cid:2)es in which they operate. As of December 31, 2021, we employed approximately 3,795 people, including our 185 senior managing directors, at our headquarters in New York and around the world. Our employees are integral to Blackstone’s culture of integrity, professionalism and excellence. We believe hiring, training and retaining talented individuals, coupled with our rigorous investment process, has supported our excellent investment record over many years. This record, in turn, has enabled us to innovate into new strategies, drive growth and be(cid:3)er serve our investors. Business Segments Our four business segments are: (a) Real Estate, (b) Private Equity, (c) Hedge Fund Solu(cid:2)ons and (d) Credit & Insurance. Informa(cid:2)on about our business segments should be read together with “Part II. Item 7. Management’s Discussion and Analysis of Financial Condi(cid:2)on and Results of Opera(cid:2)ons.” For more informa(cid:2)on concerning the revenues and fees we derive from our business segments, see “— Fee Structure/Incen(cid:2)ve Arrangements.” Real Estate Our Real Estate business is a global leader in real estate inves(cid:2)ng, with $279.5 billion of Total Assets Under Management as of December 31, 2021. Our Real Estate segment operates as one globally integrated business with approximately 720 employees and has investments across the globe, including in the Americas, Europe and Asia. Our real estate investment teams seek to u(cid:2)lize our global exper(cid:2)se and presence to generate a(cid:3)rac(cid:2)ve risk-adjusted returns for our investors and to make a posi(cid:2)ve impact on the communi(cid:2)es in which we invest. Our Blackstone Real Estate Partners (“BREP”) business is geographically diversiﬁed and targets a broad range of opportunis(cid:2)c real estate and real estate-related investments. The BREP funds include global funds as well as funds focused speciﬁcally on Europe or Asia investments. BREP seeks to invest thema(cid:2)cally in high-quality assets, focusing where we see outsized growth poten(cid:2)al driven by global economic and demographic trends. BREP has made signiﬁcant investments in logis(cid:2)cs, oﬃce, rental housing, hospitality and retail proper(cid:2)es around the world, as well as in a variety of real estate opera(cid:2)ng companies. 8 Our Core+ strategy invests in substan(cid:2)ally stabilized real estate globally primarily through perpetual capital vehicles. These include our Blackstone Property Partners funds (“BPP”), with a focus on high-quality assets in the Americas, Europe and Asia, as well as, Blackstone Real Estate Income Trust, Inc. (“BREIT”) and our Blackstone European Property Income (“BEPIF”) funds, which provide income- focused individual investors access to ins(cid:2)tu(cid:2)onal quality real estate primarily in the Americas and Europe, respec(cid:2)vely. In addi(cid:2)on, in November 2020, we launched Blackstone BioMed Life Science Real Estate L.P. (“BPP Life Sciences”), a long-term, perpetual capital, Core+ vehicle that owns BioMed Realty and is focused on life science oﬃce investments primarily across the U.S. Our Blackstone Real Estate Debt Strategies (“BREDS”) vehicles primarily target real estate-related debt investment opportuni(cid:2)es. 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 op(cid:2)ons for our borrowers and investment op(cid:2)ons for our investors, including commercial real estate and mezzanine loans, residen(cid:2)al mortgage loan pools and liquid real estate-related debt securi(cid:2)es. The BREDS pla(cid:6)orm 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 encompasses global businesses with a total of approximately 545 employees managing $261.5 billion of Total Assets Under Management as of December 31, 2021. 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-focused funds, Blackstone Energy Partners (“BEP”), (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 opportunis(cid:2)c investment pla(cid:6)orm that invests globally across asset classes, industries and geographies, Blackstone Tac(cid:2)cal Opportuni(cid:2)es (“Tac(cid:2)cal Opportuni(cid:2)es”), (b) our secondary fund of funds business, Strategic Partners Fund Solu(cid:2)ons (“Strategic Partners”), (c) our infrastructure-focused funds, Blackstone Infrastructure Partners (“BIP”), (d) our life sciences investment pla(cid:6)orm, Blackstone Life Sciences (“BXLS”), (e) our growth equity investment pla(cid:6)orm, Blackstone Growth (“BXG”), (f) our mul(cid:2)-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 Alterna(cid:2)ves Solu(cid:2)on (“BTAS”) and (g) our capital markets services business, Blackstone Capital Markets (“BXCM”). We are a global leader in private equity inves(cid:2)ng. Our corporate private equity business pursues transac(cid:2)ons across industries on a global basis. It strives to create value by inves(cid:2)ng in great businesses where our capital, strategic insight, global rela(cid:2)onships and opera(cid:2)onal support can drive transforma(cid:2)on. Our corporate private equity business’s investment strategies and core themes con(cid:2)nually evolve in an(cid:2)cipa(cid:2)on of, or in response to, changes in the global economy, local markets, regula(cid:2)on, capital ﬂows and geopoli(cid:2)cal trends. We seek to construct a diﬀeren(cid:2)ated por(cid:6)olio of investments with a well-deﬁned, interven(cid:2)onist, post-acquisi(cid:2)on value crea(cid:2)on strategy. Similarly, we seek investments that can generate strong unlevered returns regardless of entry or exit cycle (cid:2)ming. Blackstone Core Equity Partners 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 tradi(cid:2)onal private equity. 9 Tac(cid:2)cal Opportuni(cid:2)es pursues a thema(cid:2)cally driven, opportunis(cid:2)c investment strategy. Our ﬂexible, global mandate enables us to ﬁnd diﬀeren(cid:2)ated opportuni(cid:2)es across asset classes, industries, and geographies and invest behind them with the frequent use of structure to generate a(cid:3)rac(cid:2)ve risk-adjusted returns. With a focus on businesses and/or asset-backed investments in market sectors that are beneﬁ(cid:8)ng from long term transforma(cid:2)onal tailwinds, Tac(cid:2)cal Opportuni(cid:2)es seeks to leverage the full power of Blackstone to help those businesses grow and improve. Tac(cid:2)cal Opportuni(cid:2)es’ ability to dynamically shi(cid:7) focus to the most compelling opportuni(cid:2)es in any market environment, combined with the business’ exper(cid:2)se in structuring complex transac(cid:2)ons, enables Tac(cid:2)cal Opportuni(cid:2)es to invest behind a(cid:3)rac(cid:2)ve market areas o(cid:7)en with securi(cid:2)es that provide downside protec(cid:2)on and maintain upside return. Strategic Partners, our secondary fund of funds business, is a total fund solu(cid:2)ons 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 opportuni(cid:2)es 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 transac(cid:2)ons and primary investments and co-investments with ﬁnancial sponsors. Strategic Partners also provides investment advisory services to separately managed account clients inves(cid:2)ng in primary and secondary investments in private funds and co-investments. Blackstone Infrastructure Partners targets a diversiﬁed mix of core+, core and public-private partnership investments across all infrastructure sectors, including energy infrastructure, transporta(cid:2)on, digital infrastructure, and water and waste with a primary focus in the U.S. BIP applies a disciplined, opera(cid:2)onally 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 apprecia(cid:2)on together with a predictable annual cash ﬂow yield. Blackstone Life Sciences is our investment pla(cid:6)orm with capabili(cid:2)es to invest 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 pharmaceu(cid:2)cal and biotechnology sectors. Blackstone Growth is our growth equity pla(cid:6)orm that seeks to deliver a(cid:3)rac(cid:2)ve risk-adjusted returns by inves(cid:2)ng in dynamic, growth-stage businesses, with a focus on the consumer, enterprise solu(cid:2)ons, ﬁnancial services and healthcare sectors. Hedge Fund Solu(cid:2)ons Working with our clients for more than 30 years, our Hedge Fund Solu(cid:2)ons group is a leading manager of ins(cid:2)tu(cid:2)onal funds with approximately 265 employees managing $81.3 billion of Total Assets Under Management as of December 31, 2021. The principal component of our Hedge Fund Solu(cid:2)ons segment is Blackstone Alterna(cid:2)ve Asset Management (“BAAM”). BAAM is the world’s largest discre(cid:2)onary allocator to hedge funds, managing a broad range of commingled and customized fund solu(cid:2)ons since its incep(cid:2)on in 1990. The Hedge Fund Solu(cid:2)ons segment also includes (a) our GP Stakes business (“GP Stakes”), which targets minority investments in the general partners of private equity and other private-market alterna(cid:2)ve asset management ﬁrms globally, with a focus on delivering a combina(cid:2)on of recurring annual cash ﬂow yield and long-term capital apprecia(cid:2)on, (b) investment pla(cid:6)orms that invest directly, including our Blackstone Strategic Opportunity Fund, which seeks to produce long term, risk-adjusted returns by inves(cid:2)ng in a wide variety of securi(cid:2)es, assets and instruments, o(cid:7)en sourced and/or managed by third party subadvisors or aﬃliated Blackstone managers, (c) our hedge fund seeding business and (d) registered funds that provide alterna(cid:2)ve asset solu(cid:2)ons through daily liquidity products. Hedge Fund Solu(cid:2)ons’ overall investment philosophy is to grow investors’ assets through both commingled and custom-tailored investment strategies designed to deliver compelling risk-adjusted returns. Diversiﬁca(cid:2)on, risk management and due diligence are key tenets of our approach. Credit & Insurance Our Credit & Insurance segment, with approximately 480 employees and $258.6 billion of Total Assets Under Management as of December 31, 2021, includes Blackstone Credit (“BXC”). BXC is one of the largest credit-oriented managers in the world and is the largest manager of CLOs globally. The investment por(cid:6)olios of the funds BXC manages or sub-advises consist of loans and securi(cid:2)es of non-investment and investment grade companies spread across the capital structure including senior debt, subordinated debt, preferred stock and common equity. 10 BXC is organized into two overarching strategies: private credit and liquid credit. BXC’s private credit strategies include mezzanine and direct lending funds, private placement strategies, stressed/distressed strategies and energy strategies (including our sustainable resources pla(cid:2)orm). BXC’s direct lending funds include Blackstone Private Credit Fund (“BCRED”) and Blackstone Secured Lending Fund (“BXSL”), both of which are business development companies (“BDCs”). BXC’s liquid credit strategies consist of CLOs, closed-ended funds, open-ended funds, systema(cid:3)c strategies and separately managed accounts. Our Credit & Insurance segment also includes our insurer-focused pla(cid:2)orm, Blackstone Insurance Solu(cid:3)ons (“BIS”). BIS focuses on providing full investment management services for insurers’ general accounts, seeking to deliver customized and diversiﬁed por(cid:2)olios that include alloca(cid:3)ons to Blackstone managed products and strategies across asset classes and Blackstone’s private credit origina(cid:3)on capabili(cid:3)es. BIS provides its clients tailored por(cid:2)olio construc(cid:3)on and strategic asset alloca(cid:3)on, seeking to generate risk-managed, capital-eﬃcient returns, diversiﬁca(cid:3)on and capital preserva(cid:3)on that meets clients’ objec(cid:3)ves. BIS also provides similar services to clients through separately managed accounts or by sub-managing assets for certain insurance-dedicated funds and special purpose vehicles. BIS currently manages assets for clients that include Fidelity & Guaranty Life Insurance Company, Everlake Life Insurance Company and the Life & Re(cid:3)rement business of American Interna(cid:3)onal Group, Inc. In addi(cid:3)on, our Credit & Insurance segment includes our asset-based lending pla(cid:2)orm and our publicly traded midstream energy infrastructure, listed infrastructure and master limited partnership (“MLP”) investment pla(cid:2)orm, which is managed by Harvest Fund Advisors LLC (“Harvest”). Harvest primarily invests capital raised from ins(cid:3)tu(cid:3)onal investors in separately managed accounts and pooled vehicles, inves(cid:3)ng in publicly traded energy infrastructure, listed infrastructure, renewables and MLPs holding primarily midstream energy assets in North America. Perpetual Capital Each of our business segments currently includes Perpetual Capital assets under management, which refers to assets under management with an indeﬁnite term, that are not in liquida(cid:3)on and for which there is no requirement to return capital to investors through redemp(cid:3)on requests in the ordinary course of business, except where funded by new capital inﬂows. In recent years, we have meaningfully increased the number of Perpetual Capital vehicles we oﬀer and the assets under management in such vehicles. Perpetual Capital strategies represent a signiﬁcant and growing por(cid:3)on of our overall business, and the management fees and performance revenues we receive. Among the strategies in each of our segments, Perpetual Capital strategies include, without limita(cid:3)on (a) in our Real Estate segment, Core+ real estate (including BREIT and BEPIF) and BXMT, (b) in our Private Equity segment, Blackstone Infrastructure Partners, (c) in our Hedge Fund Solu(cid:3)ons segment, GP Stakes and (d) in our Credit & Insurance segment, BXSL and BCRED. In addi(cid:3)on, assets managed for certain of our insurance clients are Perpetual Capital assets under management. Retail Strategy Blackstone’s business has historically relied on the provision of investment products, such as tradi(cid:3)onal drawdown funds, to ins(cid:3)tu(cid:3)onal investors. In recent years, we have considerably expanded the number and type of investment products we oﬀer through various distribu(cid:3)on channels to certain mass aﬄuent and high net worth individual investors in the U.S. and other jurisdic(cid:3)ons around the world. Our Private Wealth Solu(cid:3)ons business is dedicated to building out our distribu(cid:3)on capabili(cid:3)es in the retail channel to provide certain individual investors with access to Blackstone products across a broad array of alterna(cid:3)ve investment strategies. As we con(cid:3)nue to accelerate the undertaking of ini(cid:3)a(cid:3)ves aimed at growing our retail strategy, over (cid:3)me we expect capital from the retail channel to represent an increasing por(cid:3)on of our Total Assets Under Management. 11 Investment Process and Risk Management We maintain a rigorous investment process across all of our investment vehicles. Each investment vehicle has investment policies and procedures that generally contain requirements, guidelines and limita(cid:2)ons for investments, such as limita(cid:2)ons rela(cid:2)ng to the amount that will be invested in any one investment and the types of assets, industries or geographic regions in which the vehicle will invest, as well as limita(cid:2)ons required by law. Our investment professionals are responsible for selec(cid:2)ng, evalua(cid:2)ng, underwri(cid:2)ng, diligencing, nego(cid:2)a(cid:2)ng, execu(cid:2)ng, managing and exi(cid:2)ng investments. For those of our businesses with review commi(cid:3)ees and/or investment commi(cid:3)ees, such commi(cid:3)ees review and evaluate investment opportuni(cid:2)es in a framework that includes a qualita(cid:2)ve and quan(cid:2)ta(cid:2)ve assessment of the key risks of investments. Investment professionals generally submit investment opportuni(cid:2)es for review and approval by a review commi(cid:3)ee and/or investment commi(cid:3)ee, subject to delineated excep(cid:2)ons set forth in the funds’ investment commi(cid:3)ee charters or resolu(cid:2)ons. Review and investment commi(cid:3)ees are generally comprised of senior leaders and other senior professionals of the applicable investment business, and in many cases, other senior leaders of Blackstone and its businesses. Considera(cid:2)ons that review and investment commi(cid:3)ees take into account when evalua(cid:2)ng an investment may include, without limita(cid:2)on and depending on the nature of the inves(cid:2)ng business and its strategy, the quality of the business or asset in which the fund proposes to invest, the quality of the management team, likely exit strategies and factors that could reduce the value of the business or asset at exit, the ability of the business in which the investment is made to service debt in a range of economic and interest rate environments, macroeconomic trends in the relevant geographic region or industry and the quality of the businesses’ opera(cid:2)ons. Our review and/or investment commi(cid:3)ees also incorporate, to the extent appropriate, considera(cid:2)on of ESG factors into the investment decision-making process. This review is aimed at iden(cid:2)fying and addressing material investment risks and opportuni(cid:2)es to drive long-term value. In addi(cid:2)on, before deciding to invest in a new hedge fund or a new alterna(cid:2)ve asset manager, as applicable, our Hedge Fund Solu(cid:2)ons and Strategic Partners teams conduct diligence in a number of areas, which, depending on the nature of the investment, may include, among others, the fund’s/manager’s performance, investment terms, investment strategy and investment personnel, as well as its opera(cid:2)ons, processes, risk management and internal controls. With respect to liquid credit clients and other clients whose por(cid:6)olios are ac(cid:2)vely traded in our Credit & Insurance segment, our industry-focused research analysts provide the review and/or investment commi(cid:3)ee with a formal and comprehensive review of new investment recommenda(cid:2)ons and por(cid:6)olio managers and trading professionals discuss, among other things, risks associated with overall por(cid:6)olio composi(cid:2)on. Our Credit & Insurance segment’s research team monitors the opera(cid:2)ng performance of underlying issuers, while por(cid:6)olio managers, together with our traders, focus on op(cid:2)mizing asset composi(cid:2)on to maximize value for our investors. This investment process is assisted by a variety of proprietary and non-proprietary research models and methods. Exis(cid:2)ng investments are reviewed and monitored on a regular basis by investment and asset management professionals. In addi(cid:2)on, our investment professionals, Por(cid:6)olio Opera(cid:2)ons professionals and ESG team work directly with our por(cid:6)olio company senior execu(cid:2)ves to iden(cid:2)fy opportuni(cid:2)es to drive opera(cid:2)onal eﬃciencies and growth. We also seek to promote ESG ini(cid:2)a(cid:2)ves across our por(cid:6)olio in areas such as diversity and energy eﬃciency. We seek to set clear expecta(cid:2)ons for our investments where applicable and strongly encourage them to consider a select number of priority ESG ini(cid:2)a(cid:2)ves focused on diversity, decarboniza(cid:2)on and good governance. See “—Environmental, Social and Governance” for further details. 12 Structure and Opera(cid:2)on of Our Investment Vehicles Our private investment funds are generally organized as limited partnerships with respect to U.S. domiciled vehicles and limited partnerships or other similar limited liability en(cid:2)(cid:2)es with respect to non-U.S. domiciled vehicles. In the case of our separately managed accounts, the investor, rather than we, generally controls the investment vehicle that holds or has custody of the investments we advise the vehicle to make. We conduct the sponsorship and management of our carry funds and other similar vehicles primarily through a partnership structure in which limited partnerships organized by us accept commitments and/or subscrip(cid:2)ons for investment from ins(cid:2)tu(cid:2)onal investors and, to a more limited extent, high net worth individuals. Such commitments are generally drawn down from investors on an as-needed basis to fund investments (or for other permi(cid:3)ed purposes) over a speciﬁed term. With the excep(cid:2)on of certain core+ real estate and real estate debt funds, our private equity and real estate funds are commitment-structured funds. For certain BPP, BREIT, BEPIF and BREDS funds, all or a por(cid:2)on of an investor’s capital may be funded on or promptly a(cid:7)er the investor’s subscrip(cid:2)on date and cash proceeds resul(cid:2)ng from the disposi(cid:2)on of investments can be reinvested, subject to certain limita(cid:2)ons and limited investor withdrawal rights. Our credit-focused funds are generally either commitment-structured funds or open-ended funds where the investor’s capital is fully funded on or promptly a(cid:7)er the investor’s subscrip(cid:2)on date. The CLO vehicles we manage are structured investment vehicles that are generally private companies with limited liability. Most of our funds of hedge funds as well as our hedge funds are structured as funds where the investor’s capital is fully funded on the subscrip(cid:2)on date. BIS is generally structured around separately managed accounts. Our investment funds, separately managed accounts and other vehicles not domiciled in the European Economic Area (the “EEA”) are each generally advised by a Blackstone en(cid:2)ty serving as investment adviser that is registered under the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”). For our investment funds, separately managed accounts and other vehicles domiciled in the EEA, a Blackstone en(cid:2)ty domiciled in the EEA generally serves as external alterna(cid:2)ve investment fund manager (“AIFM”), and the AIFM typically delegates its por(cid:6)olio management func(cid:2)on to a Blackstone-aﬃliated investment adviser registered under the Advisers Act. The Blackstone en(cid:2)ty serving as investment adviser or AIFM, as applicable, typically carries out substan(cid:2)ally all of the day-to-day opera(cid:2)ons of each investment vehicle pursuant to an investment advisory, investment management, AIFM or other similar agreement. Generally, the material terms of our investment advisory and AIFM agreements, as applicable, relate to the scope of services to be rendered by the investment adviser or the AIFM to the applicable vehicle, the calcula(cid:2)on of management fees to be borne by investors in our investment vehicles, the calcula(cid:2)on of and the manner and extent to which other fees received by the investment adviser or the AIFM, as applicable, from funds or fund por(cid:6)olio companies serve to oﬀset or reduce the management fees payable by investors in our investment vehicles and certain rights of termina(cid:2)on with respect to our investment advisory and AIFM agreements. With the excep(cid:2)on of the registered funds described below, the investment vehicles themselves do not generally register as investment companies under the U.S. Investment Company Act of 1940, as amended (the “1940 Act”), in reliance on the statutory exemp(cid:2)ons provided by Sec(cid:2)on 3(c)(7), Sec(cid:2)on 3(c)(5) (C) or, Sec(cid:2)on 3(c)(1) thereof. Sec(cid:2)on 3(c)(7) of the 1940 Act exempts from its registra(cid:2)on requirements investment vehicles privately placed in the United States whose securi(cid:2)es are beneﬁcially owned exclusively by persons who, at the (cid:2)me of acquisi(cid:2)on of such securi(cid:2)es, are “qualiﬁed purchasers” as deﬁned under the 1940 Act. In addi(cid:2)on, under current interpreta(cid:2)ons of the SEC, Sec(cid:2)on 3(c)(7) of the 1940 Act exempts from registra(cid:2)on any non-U.S. investment vehicle all of whose outstanding securi(cid:2)es are beneﬁcially owned either by non-U.S. residents or by U.S. residents that are qualiﬁed purchasers. Sec(cid:2)on 3(c)(5)(C) of the 1940 Act exempts from its registra(cid:2)on requirements certain companies engaged primarily in investment in mortgages and other liens or investments in real estate. Sec(cid:2)on 3(c)(1) of the 1940 Act exempts from its registra(cid:2)on requirements privately placed investment vehicles whose securi(cid:2)es are beneﬁcially owned by not more than 100 persons. Addi(cid:2)onally, under current interpreta(cid:2)ons of the SEC, Sec(cid:2)on 3(c)(1) of the 1940 Act exempts from registra(cid:2)on any non-U.S. investment vehicle not publicly oﬀered in the U.S. all of whose outstanding securi(cid:2)es are beneﬁcially owned by not more than 100 U.S. residents. BXMT is externally managed by a Blackstone-owned en(cid:2)ty pursuant to a management agreement, conducts its opera(cid:2)ons in a manner that allows it to maintain its REIT qualiﬁca(cid:2)on and 13 also avail itself of the statutory exemp(cid:2)on provided by Sec(cid:2)on 3(c)(5)(C) of the 1940 Act. BREIT is externally advised by a Blackstone- owned en(cid:2)ty pursuant to an advisory agreement, conducts its opera(cid:2)ons in a manner that allows it to maintain its REIT qualiﬁca(cid:2)on and also avails itself of the statutory exemp(cid:2)on provided by Sec(cid:2)on 3(c)(5)(C) of the 1940 Act. In some cases, one or more of our investment advisers, including advisers within BXC, BAAM and BREDS, advises or sub-advises funds registered, or regulated as a BDC, under the 1940 Act. In addi(cid:2)on to having an investment adviser, each investment fund that is a limited partnership, or “partnership” fund, also has a general partner that, apart from partnership funds domiciled in the EEA, generally makes all opera(cid:2)onal and investment decisions, including the making, monitoring and disposing of investments. The limited partners of the partnership funds generally take no part in the conduct or control of the business of the investment funds, have no right or authority to act for or bind the investment funds and have no inﬂuence over the vo(cid:2)ng or disposi(cid:2)on of the securi(cid:2)es or other assets held by the investment funds. With the excep(cid:2)on of certain of our funds of hedge funds, hedge funds, certain credit-focused and real estate debt funds, and other funds or separately managed accounts for the beneﬁt of one or more speciﬁed investors, third party investors in some of our funds have the right to remove the general partner of the fund or to accelerate the termina(cid:2)on of the investment fund without cause by a majority or supermajority vote. In addi(cid:2)on, the governing agreements of many of our investment funds provide that in the event certain “key persons” in our investment funds do not meet speciﬁed (cid:2)me commitments with regard to managing the fund, then (a) investors in such funds have the right to vote to terminate the investment period by a speciﬁed percentage (including, in certain cases a simple majority) vote in accordance with speciﬁed procedures, or accelerate the withdrawal of their capital on an investor-by-investor basis, or (b) the fund’s investment period will automa(cid:2)cally terminate and a speciﬁed percentage (including, in certain cases a simple majority) in accordance with speciﬁed procedures is required to restart it. In addi(cid:2)on, the governing agreements of some of our investment funds provide that investors have the right to terminate the investment period for any reason by a supermajority vote of the investors in such fund. Fee Structure/Incen(cid:2)ve Arrangements Management Fees The following is a general descrip(cid:2)on of the management fees earned by Blackstone. • The investment adviser of each of our non-EEA domiciled carry funds and the AIFM of each of our EEA domiciled carry funds generally receives an annual management fee based on a percentage of the fund’s capital commitments, invested capital and/or undeployed capital during the investment period and the fund’s invested capital or investment fair value a(cid:7)er the investment period, except that the investment adviser or AIFM to certain of our credit-focused, BPP and BCEP funds receives a management fee based on a percentage of invested capital or net asset value. These management fees are payable on a regular basis (typically quarterly) in the contractually prescribed amounts over the life of the fund. Depending on the base on which management fees are calculated, nega(cid:2)ve performance of one or more investments in the fund may reduce the total management fee paid for the relevant period, but not the fee rate. Management fees received are not subject to clawback. • The investment adviser of each of our funds that are structured like hedge funds, or of our funds of hedge funds, registered mutual funds, UCITs funds and separately managed accounts that invest in hedge funds, generally receives a management fee based on a percentage of the fund’s or account’s net asset value. These management fees are payable on a regular basis (typically monthly or quarterly). These funds generally permit investors to withdraw or redeem their interests periodically, in some cases following the expira(cid:2)on of a speciﬁed period of (cid:2)me when capital may not be withdrawn. Decreases in the net asset value of investor’s capital accounts may reduce the total management fee paid for the relevant period, but not the fee rate. Management fees received are not subject to clawback. In addi(cid:2)on, to the extent the mandate of our funds is to invest capital in third party managed funds, as is the case with our funds of hedge funds, our funds will be required to pay management fees to such third party managers, which typically are borne by investors in such investment vehicles. 14 • The investment adviser of each of our CLOs typically receives annual management fees, which are calculated as a percentage of the CLO’s assets, and addi(cid:2)onal incen(cid:2)ve management fees subject to a return hurdle being met. These management fees are payable on a regular basis (typically quarterly). Although varying from deal to deal, a CLO will typically be wound down within eight to eleven years of being launched. The amount of fees will decrease as the CLO deleverages toward the end of its term. • The investment adviser of each of our separately managed accounts generally receives annual management fees based on a percentage of each account’s net asset value or invested capital. The management fees we receive from each of our separately managed accounts are generally paid on a regular basis (typically quarterly). Such management fees are generally subject to contractual rights the investor has to terminate our management of an account on generally as short as 30 days’ no(cid:2)ce. • The investment adviser of each of our credit-focused registered and non-registered investment companies and our BDCs typically receive an annual management fee based on a percentage of net asset value or total managed assets. The management fees we receive from the registered investment companies we manage are generally paid on a regular basis (typically quarterly). Such management fees are generally subject to contractual rights of the company’s board of directors to terminate our management of an account on as short as 30 days’ no(cid:2)ce. • The investment adviser of BXMT receives an annual management fee, paid quarterly, based on a percentage of BXMT’s net proceeds received from equity oﬀerings and accumulated “distributable earnings” (which is generally equal to its net income, calculated under GAAP, excluding certain non-cash and other items), subject to certain adjustments. • The investment adviser of BREIT receives a management fee based on a percentage of the REIT’s net asset value, payable monthly. For addi(cid:2)onal informa(cid:2)on regarding the management fee rates we receive, see “Part II. Item 7. Management’s Discussion and Analysis of Financial Condi(cid:2)on and Results of Opera(cid:2)ons — Cri(cid:2)cal Accoun(cid:2)ng Policies — Revenue Recogni(cid:2)on — Management and Advisory Fees, Net.” Incen(cid:2)ve Fees Incen(cid:2)ve fees generally are performance-based alloca(cid:2)ons of a fund’s net capital apprecia(cid:2)on during a measurement period, typically a year, subject to the achievement of minimum return levels, high water marks, and/or other hurdle provisions, in accordance with the respec(cid:2)ve terms set out in each fund’s governing agreements. Incen(cid:2)ve fees are typically realized at the end of the measurement period. Once realized, such fees are typically not subject to clawback or reversal. In par(cid:2)cular, our ability to generate and realize Incen(cid:2)ve Fees is an important element of our business. The Incen(cid:2)ve Fees we earn from certain of our Perpetual Capital strategies represent a signiﬁcant and growing por(cid:2)on of our overall revenues. The following is a general descrip(cid:2)on of the incen(cid:2)ve fees earned by Blackstone. • In our Hedge Fund Solu(cid:2)ons segment, the investment adviser of our funds of hedge funds, certain hedge funds, separately managed accounts that invest in hedge funds and certain non-U.S. registered investment companies, is en(cid:2)tled to an incen(cid:2)ve fee of 0% to 20%, as applicable, of the applicable investment vehicle’s net apprecia(cid:2)on, subject to “high water mark” provisions and in some cases a preferred return. In addi(cid:2)on, to the extent the mandate of our funds is to invest capital in third party managed hedge funds, as is the case with our funds of hedge funds, our funds will be required to pay incen(cid:2)ve fees to such third party managers, which typically are borne by investors in such investment vehicles. 15 • The general partners or similar en(cid:2)(cid:2)es of each of our real estate and credit hedge fund structures receive incen(cid:2)ve fees of generally up to 20% of the applicable fund’s net capital apprecia(cid:2)on per annum. • The investment adviser of our BDCs receives (a) income incen(cid:2)ve fees of 12.5% or 15%, as applicable, subject to, in certain cases, certain hurdles, catch-ups and caps, payable quarterly, and (b) capital gains incen(cid:2)ve fees (net of realized and unrealized losses) of 12.5% or 15%, as applicable, payable annually. • The investment manager of BXMT receives an incen(cid:2)ve fee generally equal to 20% of BXMT’s distributable earnings in excess of a 7% per annum return on stockholders’ equity (excluding stock apprecia(cid:2)on or deprecia(cid:2)on), provided that BXMT’s distributable earnings over the prior three years is greater than zero. • The special limited partner of each of BREIT and BEPIF receives an incen(cid:2)ve fee of 12.5% of total return, subject to a 5% hurdle amount with a catch-up and recouping any loss carryforward amounts, payable annually. • The general partners of certain open-ended BPP and BIP funds are en(cid:2)tled to an incen(cid:2)ve fee alloca(cid:2)on generally between 10% and 12.5% of net proﬁt, subject to a hurdle amount generally of between 5.5% and 7%, a loss recovery amount and a catch-up. Incen(cid:2)ve Fees for these funds are generally realized every three years from when a limited partner makes its ini(cid:2)al investment. Performance Alloca(cid:2)ons The general partner or an aﬃliate of each of our carry funds is en(cid:2)tled to a dispropor(cid:2)onate alloca(cid:2)on of the income otherwise allocable to the limited partners of such fund, commonly referred to as carried interest (“Performance Alloca(cid:2)ons”). Our ability to generate and realize carried interest is an important element of our business and has historically accounted for a very signiﬁcant por(cid:2)on of our income. Carried interest is typically structured as a net proﬁts interest in the applicable fund. In the case of our carry funds, carried interest is generally calculated on a “realized gain” basis, and each general partner (or aﬃliate) is generally en(cid:2)tled to an alloca(cid:2)on of up to 20% of the net realized income and gains (generally taking into account realized and unrealized or net unrealized losses) generated by such fund. Net realized income or loss is not generally ne(cid:3)ed between or among funds, and in some cases our carry funds provide for alloca(cid:2)ons to be made on current income distribu(cid:2)ons (subject to certain condi(cid:2)ons). For most carry funds, the carried interest is subject to a preferred limited partner return ranging from 5% to 8% per year, subject to a catch-up alloca(cid:2)on to the general partner. Some of our carry funds do not provide for a preferred return, and generally the terms of our carry funds vary in certain respects across our business units and vintages. If, at the end of the life of a carry fund (or earlier with respect to certain of our real estate, real estate debt, core+ real estate, credit-focused, mul(cid:2)-asset class and opportunis(cid:2)c investment funds), as a result of diminished performance of later investments in a carry fund’s life, (a) the general partner receives in excess of the relevant carried interest percentage(s) applicable to the fund as applied to the fund’s cumula(cid:2)ve net proﬁts over the life of the fund, or (in certain cases) (b) the carry fund has not achieved investment returns that exceed the preferred return threshold (if applicable), then we will be obligated to repay an amount equal to the carried interest that was previously distributed to us that exceeds the amounts to which we were ul(cid:2)mately en(cid:2)tled, up to the amount of carried interest received on an a(cid:7)er-tax basis. This is known as a “clawback” obliga(cid:2)on and is an obliga(cid:2)on of any person who received such carried interest, including us and other par(cid:2)cipants in our carried interest plans. 16 Although a por(cid:2)on of any dividends paid to our shareholders may include any carried interest received by us, we do not intend to seek fulﬁllment of any clawback obliga(cid:2)on by seeking to have our shareholders return any por(cid:2)on of such dividends a(cid:3)ributable to carried interest associated with any clawback obliga(cid:2)on. To the extent we are required to fulﬁll a clawback obliga(cid:2)on, however, we may determine to decrease the amount of our dividends to our shareholders. The clawback obliga(cid:2)on operates with respect to a given carry fund’s own net investment performance only and carried interest of other funds is not ne(cid:3)ed for determining this con(cid:2)ngent obliga(cid:2)on. Moreover, although a clawback obliga(cid:2)on is several, the governing agreements of most of our funds provide that to the extent another recipient of carried interest (such as a current or former employee) does not fund his or her respec(cid:2)ve share of the clawback obliga(cid:2)on then due, then we and our employees who par(cid:2)cipate in such carried interest plans may have to fund addi(cid:2)onal amounts (generally an addi(cid:2)onal 50% to 70% beyond our pro-rata share of such obliga(cid:2)on) although we retain the right to pursue any remedies that we have under such governing agreements against those carried interest recipients who fail to fund their obliga(cid:2)ons. We have recorded a con(cid:2)ngent repayment obliga(cid:2)on equal to the amount that would be due on December 31, 2021, if the various carry funds were liquidated at their current carrying value. For addi(cid:2)onal informa(cid:2)on concerning the clawback obliga(cid:2)ons we could face, see “— Item 1A. Risk Factors — Risks Related to Our Business — We may not have suﬃcient cash to pay back “clawback” obliga(cid:2)ons if and when they are triggered under the governing agreements with our investors.” Advisory and Transac(cid:2)on Fees Some of our investment advisers or their aﬃliates receive customary fees (for example, acquisi(cid:2)on, origina(cid:2)on and other transac(cid:2)on fees) upon consumma(cid:2)on of their funds’ transac(cid:2)ons, and may from (cid:2)me to (cid:2)me receive advisory, monitoring and other fees in connec(cid:2)on with their ac(cid:2)vi(cid:2)es. For most of the funds where we receive such fees, we are required to reduce the management fees charged to the funds’ investors by 50% to 100% of such limited partner’s share of such fees. Capital Invested In and Alongside Our Investment Funds To further align our interests with those of investors in our investment funds, we have invested the ﬁrm’s capital and that of our personnel in the investment funds we sponsor and manage. Minimum general partner capital commitments to our investment funds are determined separately with respect to each of our investment funds and, generally, are less than 5% of the limited partner commitments of any par(cid:2)cular fund. See “Part II. Item 7. Management’s Discussion and Analysis of Financial Condi(cid:2)on and Results of Opera(cid:2)ons — Liquidity and Capital Resources” for more informa(cid:2)on regarding our minimum general partner capital commitments to our funds. We determine whether to make general partner capital commitments to our funds in excess of the minimum required commitments based on, among other things, our an(cid:2)cipated liquidity, working capital and other capital needs. In many cases, we require our senior managing directors and other professionals to fund a por(cid:2)on of the general partner capital commitments to our funds. In other cases, we may from (cid:2)me to (cid:2)me oﬀer to our senior managing directors and employees a part of the funded or unfunded general partner commitments to our investment funds. Our general partner capital commitments are funded with cash and not with carried interest or deferral of management fees. Investors in many of our funds also receive the opportunity to make addi(cid:2)onal “co-investments” with the investment funds. Our personnel, as well as Blackstone itself and certain Blackstone rela(cid:2)onships, also have the opportunity to make investments, in or alongside our funds and other vehicles we manage, in some instances without being subject to management fees, carried interest or incen(cid:2)ve fees. In certain cases, limited partner investors may pay addi(cid:2)onal management fees or carried interest in connec(cid:2)on with such co-investments. Compe(cid:2)(cid:2)on The asset management industry is intensely compe(cid:2)(cid:2)ve, and we expect it to remain so. We compete both globally and on a regional, industry and sector basis. We compete on the basis of a number of factors, including investment performance, transac(cid:2)on execu(cid:2)on skills, access to capital, access to and reten(cid:2)on of qualiﬁed personnel, reputa(cid:2)on, range of products and services, innova(cid:2)on and price. 17 We face compe(cid:2)(cid:2)on both in the pursuit of ins(cid:2)tu(cid:2)onal and individual investors for our investment funds and in acquiring investments in a(cid:3)rac(cid:2)ve por(cid:6)olio companies and making other investments. Although many ins(cid:2)tu(cid:2)onal and individual investors have increased the amount of capital they commit to alterna(cid:2)ve investment funds, such increases may create increased compe(cid:2)(cid:2)on with respect to fees charged by our funds. Certain ins(cid:2)tu(cid:2)onal investors have demonstrated a preference to in-source their own investment professionals and to make direct investments in alterna(cid:2)ve assets without the assistance of private equity advisers like us. We compete for investments with such ins(cid:2)tu(cid:2)onal investors and such ins(cid:2)tu(cid:2)onal investors could cease to be our clients. With respect to the retail channel, the market for capital is highly compe(cid:2)(cid:2)ve and requires signiﬁcant investment. Depending on the investment, we face compe(cid:2)(cid:2)on primarily from sponsors managing other funds, investment vehicles and other pools of capital, other ﬁnancial ins(cid:2)tu(cid:2)ons and ins(cid:2)tu(cid:2)onal investors (including sovereign wealth and pension funds), corporate buyers, special purpose acquisi(cid:2)on companies (“SPACs”) and other par(cid:2)es. Several of these compe(cid:2)tors have signiﬁcant amounts of capital and many of them have investment objec(cid:2)ves similar to ours, which may create addi(cid:2)onal compe(cid:2)(cid:2)on for investment opportuni(cid:2)es. Some of these compe(cid:2)tors may also have a lower cost of capital and access to funding sources or other resources that are not available to us, which may create compe(cid:2)(cid:2)ve disadvantages for us with respect to investment opportuni(cid:2)es. In addi(cid:2)on, some of these compe(cid:2)tors may have higher risk tolerances, diﬀerent risk assessments or lower return thresholds, which could allow them to consider a wider variety of investments and to bid more aggressively than us for investments. Corporate buyers may be able to achieve synergis(cid:2)c cost savings with regard to an investment or be perceived by sellers as otherwise being more desirable bidders, which may provide them with a compe(cid:2)(cid:2)ve advantage in bidding for an investment. In all of our businesses, compe(cid:2)(cid:2)on is also intense for the a(cid:3)rac(cid:2)on and reten(cid:2)on of qualiﬁed employees. Our ability to con(cid:2)nue to compete eﬀec(cid:2)vely in our businesses will depend upon our ability to a(cid:3)ract new employees and retain and mo(cid:2)vate our exis(cid:2)ng employees. For addi(cid:2)onal informa(cid:2)on concerning the compe(cid:2)(cid:2)ve risks that we face, see “— Item 1A. Risk Factors — Risks Related to Our Business — The asset management business is intensely compe(cid:2)(cid:2)ve.” Environmental, Social and Governance We view ESG as central to our mission of delivering strong returns for clients. We believe that ESG principles are founda(cid:2)onal to developing resilient companies and assets that deliver long-term value for our investors. ESG principles have long informed the way we run our ﬁrm, approach inves(cid:2)ng and partner with the assets in our por(cid:6)olio. In recent years we have formalized our approach, kni(cid:8)ng these eﬀorts together through a dedicated corporate ESG team, led by our Global Head of ESG, that looks to apply our ESG policies, champion ﬁrmwide ini(cid:2)a(cid:2)ves and support integra(cid:2)on within the business units, and regularly reports progress to stakeholders. ESG at Blackstone is overseen by senior management, who is supported by dedicated steering commi(cid:3)ees and working groups, including the Global ESG Steering Commi(cid:3)ee, as well as regional coverage through the Asia ESG Steering Commi(cid:3)ee and Europe ESG Steering Commi(cid:3)ee. Other ESG working groups include the Climate Working Group, the Data Working Group and the Legal & Compliance Working Group. Senior management reports quarterly on ESG to our board of directors, who is responsible for reviewing our ESG strategy. Blackstone also aims to encourage ESG progress across our industry and we are pleased to partner with several organiza(cid:2)ons to further this objec(cid:2)ve, including the Taskforce on Climate-related Financial Disclosures (“TCFD”), the Ceres Investor Network on Climate Risk and Sustainability and the Principles for Responsible Investment. 18 We have accelerated our focus on corporate sustainability and pursuing environmental performance improvements at our oﬃce loca(cid:2)ons. We proac(cid:2)vely renovate our spaces to provide addi(cid:2)onal employee ameni(cid:2)es and comfort while implemen(cid:2)ng up-to-date eﬃcient ligh(cid:2)ng and HVAC systems. Blackstone has also commi(cid:3)ed to measuring and targe(cid:2)ng a reduc(cid:2)on of emissions across our por(cid:6)olio companies within the scope of our Emissions Reduc(cid:2)on Program. The Emissions Reduc(cid:2)on Program aims to reduce energy spend by reducing Scope 1 and Scope 2 carbon emissions for new assets where we control the energy usage by 15% in aggregate over the ﬁrst three years of ownership. To further Blackstone’s sustainability eﬀorts, we con(cid:2)nue to expand our resources to enable us to endeavor to drive value-genera(cid:2)ng sustainability prac(cid:2)ces and decarboniza(cid:2)on at scale. Human Capital Management Blackstone’s employees are integral to our culture of integrity, professionalism, excellence and coopera(cid:2)on. The intellectual capital collec(cid:2)vely possessed by our employees is our most important asset. We hire qualiﬁed people, train them and encourage them to work together to provide their best thinking to the ﬁrm for the beneﬁt of the investors in the funds we manage. As of December 31, 2021, we employed approximately 3,795 people. During 2021, our total number of employees increased by approximately 630. Our board of directors plays an ac(cid:2)ve role in overseeing our human capital management eﬀorts. To that end, senior management reviews with our board of directors management succession planning and development and other key aspects of our talent management strategy. Employee and Community Engagement Blackstone is commi(cid:3)ed to ensuring our employees are engaged with their work and with their local communi(cid:2)es. To that end, Blackstone regularly gathers feedback from our employees via internal and/or external surveys to assess employee engagement and sa(cid:2)sfac(cid:2)on and develop targeted solu(cid:2)ons. Blackstone also supports its employee aﬃnity networks which are dedicated to recrui(cid:2)ng, retaining and raising awareness of diverse groups through speaker series, networking events, service opportuni(cid:2)es and mentoring rela(cid:2)onships. In addi(cid:2)on, the Blackstone Charitable Founda(cid:2)on (“BXCF”) was established in 2007, and is commi(cid:3)ed to suppor(cid:2)ng Blackstone’s goal of crea(cid:2)ng economic opportunity for under-resourced communi(cid:2)es. This includes, among other ini(cid:2)a(cid:2)ves, its signature Blackstone LaunchPad network, which helps college and university students gain entrepreneurial experiences and competencies to build successful companies and careers, and BX Connects, a global program that provides Blackstone employees with the opportunity to make a diﬀerence through community service, volunteer projects, mentoring and non-proﬁt board service. BX Connects uses the ﬁrm’s scale, talent and resources to make grants, develop nonproﬁt partnerships and create employee engagement opportuni(cid:2)es. Approximately 85% of our employees engaged globally with BXCF’s charitable ini(cid:2)a(cid:2)ves in 2021. Talent Acquisi(cid:2)on, Development and Reten(cid:2)on We believe the talent of our employees, coupled with our rigorous investment process, has supported our excellent investment record over many years. We are therefore focused on hiring, training, mo(cid:2)va(cid:2)ng and retaining talented individuals. Across all our businesses, we face intense compe(cid:2)(cid:2)on for qualiﬁed personnel. We seek to a(cid:3)ract candidates from diﬀerent backgrounds and skill sets and to hire the brightest minds in our industry. We believe our reputa(cid:2)on, talent development opportuni(cid:2)es and compensa(cid:2)on make us an a(cid:3)rac(cid:2)ve employer. We encourage independent thinking and reward ini(cid:2)a(cid:2)ve while providing training and development opportuni(cid:2)es to help our employees grow professionally. In addi(cid:2)on, our Respect at Work programs and trainings help maintain an inclusive work environment in which all individuals are treated with respect and dignity. Employee educa(cid:2)on and training are also cri(cid:2)cal to maintaining a culture of compliance. 19 Blackstone oﬀers a wide range of learning and professional development opportuni(cid:2)es, both formally and informally, to help employees advance their careers and maximize the value they can add to the global ﬁrm. Incoming analyst classes are provided with training that spans several weeks. In addi(cid:2)on, our new hires are provided with training and other opportuni(cid:2)es to help them thrive in our culture, including through our Culture Program and our Leadership Speaker Series. Blackstone employees are trained or enrolled in compliance training when they start at the ﬁrm and we retrain employees globally at least once annually. Over the course of their careers at Blackstone, employees are oﬀered learning opportuni(cid:2)es in a number of areas including leadership and management development and communica(cid:2)on skills, among others. We oﬀer a global development curriculum on key capabili(cid:2)es required to succeed at Blackstone, and we partner with external organiza(cid:2)ons to deliver training programs for our employees. We consistently seek to create visibility and opportuni(cid:2)es for talent to take on roles beyond their current posi(cid:2)ons, and for managers to connect regularly to discuss and match talent with cri(cid:2)cal roles. These eﬀorts result in cross-pollina(cid:2)on of talent that we believe engages our people and generates stronger outcomes for the ﬁrm. As discussed below, we seek to retain and incen(cid:2)vize the performance of our employees through our compensa(cid:2)on structure. We also enter into non-compe(cid:2)(cid:2)on and non-solicita(cid:2)on agreements with certain employees. See “Part III. Item 11. Execu(cid:2)ve Compensa(cid:2)on — Non-Compe(cid:2)(cid:2)on and Non-Solicita(cid:2)on Agreements” for a descrip(cid:2)on of the material terms of such agreements. Diversity, Equity and Inclusion (“DEI”) We believe a diverse and inclusive workforce makes us be(cid:3)er investors and a be(cid:3)er ﬁrm. We are commi(cid:3)ed to a(cid:3)rac(cid:2)ng, developing and advancing a diverse workforce that represents a spectrum of backgrounds, iden(cid:2)(cid:2)es and experiences. We are focused on embedding DEI principles to maintain a culture of equity and inclusion. We believe this will leverage the diversity of our workforce and deliver results for our investors. To that end, our talent acquisi(cid:2)on pla(cid:6)orm includes programs aimed at expanding diversity at Blackstone and in ﬁnancial services, such as the Blackstone Future Women Leaders program and the Blackstone Diverse Leaders program. Our employees are invited to par(cid:2)cipate in our internal aﬃnity networks, which seek to engage, connect and create a suppor(cid:2)ve environment for our employees, including by hos(cid:2)ng speaker series, professional development panels and social events. These networks include the Blackstone Women’s Ini(cid:2)a(cid:2)ve, the Blackstone Diverse Professionals Network, OUT Blackstone and the Blackstone Veterans Network. We have also achieved a score of 100% on the Human Rights Campaign Corporate Equality Index, earning the designa(cid:2)on as a “Best Place to Work for LGBT+ Equality” for the fourth year in a row. We believe diversity of thought and experience builds be(cid:3)er businesses. We seek to ensure that the board of directors is composed of members whose collec(cid:2)ve experience, qualiﬁca(cid:2)ons and skills will allow the board to eﬀec(cid:2)vely sa(cid:2)sfy its oversight responsibili(cid:2)es. We also recognize that diversity is an important component of eﬀec(cid:2)ve governance. One-third of our board of directors is diverse. Likewise, with respect to our por(cid:6)olio companies, in 2021 we announced that we will target at least one-third diverse representa(cid:2)on on new controlled por(cid:6)olio company boards in the U.S. and Europe. We also launched our Career Pathways pilot program, crea(cid:2)ng economic opportunity across our por(cid:6)olio through career mobility and ensuring select por(cid:6)olio companies have access to the largest pool of talent. Compensa(cid:2)on and Beneﬁts Our compensa(cid:2)on is designed to mo(cid:2)vate and retain employees and align their interests with those of the investors in our funds. In par(cid:2)cular, incen(cid:2)ve compensa(cid:2)on for our senior managing directors and other employees involves a combina(cid:2)on of annual cash bonus payments and performance interests or deferred equity awards, which we believe encourages them to focus on the performance of our investment funds and the overall performance of the ﬁrm. The propor(cid:2)on of compensa(cid:2)on that is “at risk” generally increases as an employee’s 20 level of responsibility rises. Employees at higher total compensa(cid:2)on levels are generally targeted to receive a greater percentage of their total compensa(cid:2)on payable in annual cash bonuses, par(cid:2)cipa(cid:2)on in performance interests, and deferred equity awards and a lesser percentage in the form of base salary compared to employees at lower total compensa(cid:2)on levels. To further align their interests with those of investors in our funds, our employees have the opportunity to make investments in or alongside our funds and other vehicles we manage. We also provide our employees robust health and re(cid:2)rement oﬀerings, as well as a variety of quality of life beneﬁts, including (cid:2)me-oﬀ op(cid:2)ons and well-being and family planning resources. We believe our current compensa(cid:2)on and beneﬁt alloca(cid:2)ons for senior professionals are best in class and are consistent with companies in the alterna(cid:2)ve asset management industry. Our senior management periodically reviews the eﬀec(cid:2)veness and compe(cid:2)(cid:2)veness of our compensa(cid:2)on program. Most of our current senior managing directors and other senior personnel have equity interests in our business that en(cid:2)tle such personnel to cash distribu(cid:2)ons. See “Part III. Item 11. Execu(cid:2)ve Compensa(cid:2)on — Compensa(cid:2)on Discussion and Analysis — Overview of Compensa(cid:2)on Philosophy and Program” for more informa(cid:2)on on compensa(cid:2)on of our senior managing directors and certain other employees. Blackstone also oﬀers comprehensive and compe(cid:2)(cid:2)ve beneﬁts to its full-(cid:2)me employees, including primary and secondary caregiver leave, adop(cid:2)on leave, phased back to work, fer(cid:2)lity coverage, back up childcare and more. We con(cid:2)nually evaluate and enhance our oﬀerings to meet the needs of our employees. We recently introduced addi(cid:2)onal family planning beneﬁts for U.S. employees such as enhancing infer(cid:2)lity beneﬁts to include cryopreserva(cid:2)on and extending primary caregiver leave to 20 weeks (up from 16 weeks). Health and Wellness We care greatly about the health, safety and wellbeing of our employees. We oﬀer employee well-being programs, including an online therapy program and access to an educa(cid:2)on pla(cid:6)orm with coaching to support working parents and caretakers caring for children who have behavioral problems, au(cid:2)sm or developmental disabili(cid:2)es. We also provide access to programs to further assist our employees in managing their lives outside of work, such as group legal services to help with estate planning and surrogacy agreements. In response to the COVID-19 pandemic, our primary focus has been the safety and wellbeing of our employees and their families and the seamless func(cid:2)oning of the ﬁrm in serving our investors, and our shareholders. Where remote work has been appropriate or recommended under local government guidelines, our technology infrastructure has proven to be robust and capable of suppor(cid:2)ng a remote work model. Our return to oﬃce protocols have been developed and implemented consistent with local government guidelines, with social distancing, vaccina(cid:2)on requirements for oﬃce a(cid:3)endance in certain jurisdic(cid:2)ons and other safety protocols in place. We have invested over $28.7 million in extensive measures to ensure employee safety, including regular tes(cid:2)ng, contact tracing technology and commuta(cid:2)on beneﬁts. We con(cid:2)nue to monitor applicable public health and government guidance and the prolifera(cid:2)on of variants. Data Privacy and Security Blackstone is commi(cid:3)ed to privacy and data protec(cid:2)on. These topics are included in rou(cid:2)ne training received at least once annually by employees. Data privacy is typically addressed in the Global Head of Compliance’s annual update to our board of directors. Blackstone’s approach to data protec(cid:2)on is set out in our Online Privacy No(cid:2)ce and its Investor Data Privacy No(cid:2)ce. Our Data Policy and Strategy Oﬃcer oversees privacy, data protec(cid:2)on and informa(cid:2)on risk management eﬀorts, leading the privacy and data protec(cid:2)on func(cid:2)on, which conducts privacy impact assessments, implements privacy-by-design ini(cid:2)a(cid:2)ves and reconciles global privacy programs with local privacy requirements. Our privacy func(cid:2)on also supports the Data Protec(cid:2)on Opera(cid:2)ng Commi(cid:3)ee, Blackstone’s global privacy compliance steering commi(cid:3)ee. 21 Blackstone has built a dedicated cybersecurity team and maintains a comprehensive cybersecurity program to protect our systems, our opera(cid:2)ons and the data entrusted to us by our investors, employees, por(cid:6)olio companies and business partners. Blackstone’s cybersecurity program is led by our Chief Informa(cid:2)on Security Oﬃcer, who works closely with our senior management to develop and advance the ﬁrm’s cybersecurity strategy and regularly reports to our board of directors and the audit commi(cid:3)ee of our board of directors on cybersecurity ma(cid:3)ers. We believe that cybersecurity is a team eﬀort — every employee has a responsibility to help protect the ﬁrm and secure its data. We conduct regular tes(cid:2)ng at least once a year to iden(cid:2)fy vulnerabili(cid:2)es before they can be exploited by a(cid:3)ackers, using automated tools and “white hat” hackers. We examine and validate our program every two to three years with third par(cid:2)es, measuring it against industry standards and established frameworks, such as the Na(cid:2)onal Ins(cid:2)tute of Standards and Technology and Center for Internet Security. We have a comprehensive Security Incident Response Plan to ensure that any non-rou(cid:2)ne events are properly escalated. These plans are validated at least annually through a cyber incident tabletop exercise to consider the types of decisions that would need to be made in the event of a cyber incident. We have engaged in scenario planning exercises around cyber incidents. Regulatory and Compliance Ma(cid:4)ers Our businesses, as well as the ﬁnancial services industry generally, are subject to extensive regula(cid:2)on in the United States and in many of the markets in which we operate. Many of our businesses are subject to compliance with laws and regula(cid:2)ons of U.S. federal and state governments, non-U.S. governments, their respec(cid:2)ve agencies and/or various self-regulatory organiza(cid:2)ons or exchanges. The SEC and various self-regulatory organiza(cid:2)ons, state securi(cid:2)es regulators and interna(cid:2)onal securi(cid:2)es regulators have in recent years increased their regulatory ac(cid:2)vi(cid:2)es, including regula(cid:2)on, examina(cid:2)on and enforcement in respect of asset management ﬁrms, including Blackstone. Any failure to comply with these regula(cid:2)ons could expose us to liability and/or damage our reputa(cid:2)on. Our businesses have operated for many years within a legal framework that requires us to monitor and comply with a broad range of legal and regulatory developments that aﬀect our ac(cid:2)vi(cid:2)es. However, addi(cid:2)onal legisla(cid:2)on, changes in rules promulgated by ﬁnancial regulatory authori(cid:2)es or self-regulatory organiza(cid:2)ons or changes in the interpreta(cid:2)on or enforcement of exis(cid:2)ng laws and rules, either in the United States or abroad, may directly aﬀect our mode of opera(cid:2)on and proﬁtability. All of the investment advisers of our investment funds opera(cid:2)ng in the U.S. are registered as investment advisers with the SEC under the Advisers Act (other investment advisers may be registered in non-U.S. jurisdic(cid:2)ons). Registered investment advisers are subject to the requirements and regula(cid:2)ons of the Advisers Act. Such requirements relate to, among other things, ﬁduciary du(cid:2)es to advisory clients, maintaining an eﬀec(cid:2)ve compliance program and code of ethics, investment advisory contracts, solicita(cid:2)on agreements, conﬂicts of interest, recordkeeping and repor(cid:2)ng requirements, disclosure, adver(cid:2)sing and custody requirements, poli(cid:2)cal contribu(cid:2)ons, limita(cid:2)ons on agency cross and principal transac(cid:2)ons between an adviser and advisory clients, and general an(cid:2)-fraud prohibi(cid:2)ons. Certain investment advisers are also registered with interna(cid:2)onal regulators in connec(cid:2)on with their management of products that are locally distributed and/or regulated. Blackstone Securi(cid:2)es Partners L.P. (“BSP”), a subsidiary through which we conduct our capital markets business and certain of our fund marke(cid:2)ng and distribu(cid:2)on, is registered as a broker-dealer with the SEC and is subject to regula(cid:2)on and oversight by the SEC, is a member of the Financial Industry Regulatory Authority, or “FINRA,” and is registered as a broker-dealer in 50 states, the District of Columbia, the Commonwealth of Puerto Rico and the Virgin Islands. In addi(cid:2)on, FINRA, a self-regulatory organiza(cid:2)on subject to oversight by the SEC, adopts and enforces rules governing the conduct, and examines the ac(cid:2)vi(cid:2)es, of its member ﬁrms, including BSP. State securi(cid:2)es regulators also have regulatory oversight authority over BSP. 22 Broker-dealers are subject to regula(cid:2)ons that cover all aspects of the securi(cid:2)es business, including, among others, the implementa(cid:2)on of a supervisory control system over the securi(cid:2)es business, adver(cid:2)sing and sales prac(cid:2)ces, conduct of and compensa(cid:2)on in connec(cid:2)on with public securi(cid:2)es oﬀerings, maintenance of adequate net capital, record keeping and the conduct and qualiﬁca(cid:2)ons of employees. In par(cid:2)cular, as a registered broker-dealer and member of FINRA, BSP is subject to the SEC’s uniform net capital rule, Rule 15c3-1. Rule 15c3-1 speciﬁes the minimum level of net capital a broker-dealer must maintain and also requires that a signiﬁcant part of a broker-dealer’s assets be kept in rela(cid:2)vely liquid form. The SEC and various self-regulatory organiza(cid:2)ons impose rules that require no(cid:2)ﬁca(cid:2)on when net capital of a broker-dealer falls below certain predeﬁned criteria, limit the ra(cid:2)o of subordinated debt to equity in the capital structure of a broker-dealer and constrain the ability of a broker-dealer to expand its business under certain circumstances. Addi(cid:2)onally, the SEC’s uniform net capital rule imposes certain requirements that may have the eﬀect of prohibi(cid:2)ng a broker-dealer from distribu(cid:2)ng or withdrawing capital and requiring prior no(cid:2)ce to the SEC for certain withdrawals of capital. In addi(cid:2)on, certain of the closed-end and open-end investment companies we manage, advise or sub-advise are registered, or regulated as a BDC, under the 1940 Act. The 1940 Act and the rules thereunder govern, among other things, the rela(cid:2)onship between us and such investment vehicles and limit such investment vehicles’ ability to enter into certain transac(cid:2)ons with us or our aﬃliates, including other funds managed, advised or sub-advised by us. Pursuant to the U.K. Financial Services and Markets Act 2000, or “FSMA,” certain of our subsidiaries are subject to regula(cid:2)ons promulgated and administered by the Financial Conduct Authority (“FCA”). The FSMA and rules promulgated thereunder form the cornerstone of legisla(cid:2)on which governs all aspects of our investment business in the United Kingdom, including sales, research and trading prac(cid:2)ces, provision of investment advice, use and safekeeping of client funds and securi(cid:2)es, regulatory capital, recordkeeping, approval standards for individuals, an(cid:2)-money laundering, periodic repor(cid:2)ng and se(cid:3)lement procedures. The Blackstone Group Interna(cid:2)onal Partners LLP (“BGIP”) acts as a sub-advisor to its Blackstone U.S. aﬃliates in rela(cid:2)on to the investment and re-investment of Europe, Middle East and Africa (“EMEA”) based assets of Blackstone Funds, arranging transac(cid:2)ons to be entered into by or on behalf of Blackstone Funds, and providing certain related services. Un(cid:2)l December 31, 2020, BGIP had a MiFID II (as deﬁned herein) cross-border passport to provide investment services into the European Economic Area (“EEA”). As of January 1, 2021, as a result of the U.K.’s withdrawal from the European Union, BGIP no longer has a MiFID II passport. Consequently, BGIP can only provide investment services in the certain EEA jurisdic(cid:2)ons where it has obtained a domes(cid:2)c license on a cross-border services basis (currently, Belgium, Denmark, Finland and Italy), or can operate pursuant to an exemp(cid:2)on or relief (currently Ireland, Lichtenstein and Norway), although in certain cases with (cid:2)me limita(cid:2)ons. BGIP’s principal place of business is in London and it has representa(cid:2)ve oﬃces or corporate branches in Abu Dhabi, Italy and France. Blackstone Ireland Limited (formerly known as Blackstone / GSO Debt Funds Management Europe Limited) (“BIL”) is authorized and regulated by the Central Bank of Ireland (“CBI”) as an Investment Firm under the (Irish) European Union (Markets in Financial Instruments) Regula(cid:2)ons 2017, which largely implements MiFID II in Ireland. BIL’s principal ac(cid:2)vity is the provision of management and advisory services to certain CLO and sub-advisory services to certain aﬃliates. Blackstone Ireland Fund Management Europe Limited (formerly known as Blackstone / GSO Debt Funds Management Europe II Limited) (“BIFM”) is authorized and regulated by the CBI as an Alterna(cid:2)ve Investment Fund Manager under the (Irish) European Union (Alterna(cid:2)ve Investment Fund Managers Regula(cid:2)ons) 2013 (“AIFMRs”), which largely implements the EU Alterna(cid:2)ve Investment Fund Managers Director (“AIFMD”) in Ireland. BIFM acts as AIFM and provides investment management func(cid:2)ons including por(cid:6)olio management, risk management, administra(cid:2)on, marke(cid:2)ng and related ac(cid:2)vi(cid:2)es to its alterna(cid:2)ve investment funds in accordance with AIFMRs and the condi(cid:2)ons imposed by the CBI as set out in the CBI’s alterna(cid:2)ve investment fund rulebook. Blackstone Europe Fund Management S.à r.l. (“BEFM”) is an authorized Alterna(cid:2)ve Investment Fund Manager under the Luxembourg Law of 12 July 2013 on alterna(cid:2)ve investment fund managers (as amended, the “AIFM Law”), which largely implements AIFMD in Luxembourg. BEFM may also provide discre(cid:2)onary por(cid:6)olio management services, investment advice and recep(cid:2)on and transmission of orders in accordance with ar(cid:2)cle 5(4) of the AIFM Law. BEFM provides investment management func(cid:2)ons including por(cid:6)olio management, risk 23 management, administra(cid:2)on, marke(cid:2)ng and related ac(cid:2)vi(cid:2)es to the assets of its alterna(cid:2)ve investment funds, in accordance with the AIFM Law and the regulatory provisions imposed by the Commission de Surveillance du Secteur Financier in Luxembourg. As of January 1, 2021, BEFM promotes Blackstone products and services in European countries where BGIP is not otherwise licensed to do so. BEFM has a branch in Paris, which provides marke(cid:2)ng services and where distribu(cid:2)on and deal sourcing individuals are based. Certain Blackstone opera(cid:2)ng en(cid:2)(cid:2)es are licensed and subject to regula(cid:2)on by ﬁnancial regulatory authori(cid:2)es in Japan, Hong Kong, Australia and Singapore: The Blackstone Group Japan K.K., a ﬁnancial instruments ﬁrm, is registered with Kanto Local Finance Bureau and regulated by the Japan Financial Services Agency; The Blackstone Group (HK) Limited is regulated by the Hong Kong Securi(cid:2)es and Futures Commission; The Blackstone Group (Australia) Pty Limited and Blackstone Real Estate Australia Pty Limited each holds an Australian ﬁnancial services license authorizing it to provide ﬁnancial services in Australia and is regulated by the Australian Securi(cid:2)es and Investments Commission; and Blackstone Singapore Pte. Ltd. is regulated by the Monetary Authority of Singapore. Rigorous legal and compliance analysis of our businesses and investments is endemic to our culture and risk management. Our Chief Legal Oﬃcer and Global Head of Compliance, together with the Chief Compliance Oﬃcers of each of our businesses, supervise our compliance personnel, who are responsible for addressing the regulatory and compliance ma(cid:3)ers that aﬀect our ac(cid:2)vi(cid:2)es. We strive to maintain a culture of compliance through the use of policies and procedures including a code of ethics, electronic compliance systems, tes(cid:2)ng and monitoring, communica(cid:2)on of compliance guidance and employee educa(cid:2)on and training. Our compliance policies and procedures address regulatory and compliance ma(cid:3)ers such as the handling of material non-public informa(cid:2)on, personal securi(cid:2)es trading, marke(cid:2)ng prac(cid:2)ces, gi(cid:7)s and entertainment, an(cid:2)-money laundering, an(cid:2)-bribery and sanc(cid:2)ons, valua(cid:2)on of investments on a fund-speciﬁc basis, recordkeeping, poten(cid:2)al conﬂicts of interest, the alloca(cid:2)on of investment opportuni(cid:2)es, collec(cid:2)on of fees and expense alloca(cid:2)on. Our compliance group also monitors the informa(cid:2)on barriers that we maintain between Blackstone’s businesses. We believe that our various businesses’ access to the intellectual knowledge and contacts and rela(cid:2)onships that reside throughout our ﬁrm beneﬁts all of our businesses. To maximize that access and related synergies without compromising compliance with our legal and contractual obliga(cid:2)ons, our compliance group oversees and monitors the communica(cid:2)ons between groups that are on the private side of our informa(cid:2)on barrier and groups that are on the public side, as well as between diﬀerent public side groups. Our compliance group also monitors contractual obliga(cid:2)ons that may be impacted and poten(cid:2)al conﬂicts that may arise in connec(cid:2)on with these inter-group discussions. In addi(cid:2)on, disclosure controls and procedures and internal controls over ﬁnancial repor(cid:2)ng are documented, tested and assessed for design and opera(cid:2)ng eﬀec(cid:2)veness in accordance with the U.S. Sarbanes-Oxley Act of 2002. Internal Audit, which independently reports to the audit commi(cid:3)ee of our board of directors, operates with a global mandate and is responsible for the examina(cid:2)on and evalua(cid:2)on of the adequacy and eﬀec(cid:2)veness of the organiza(cid:2)on’s governance and risk management processes and internal controls, as well as the quality of performance in carrying out assigned responsibili(cid:2)es to achieve the organiza(cid:2)on’s stated goals and objec(cid:2)ves. Our enterprise risk management framework is designed to manage non-investment risk areas across the ﬁrm, such as strategic, ﬁnancial, human capital, legal, opera(cid:2)onal, regulatory, reputa(cid:2)onal and technology risks. Our enterprise risk commi(cid:3)ee aims to iden(cid:2)fy, assess, monitor and mi(cid:2)gate such key enterprise risks at the corporate, business unit and fund level. The enterprise risk commi(cid:3)ee is chaired by our Chief Financial Oﬃcer and is comprised of senior management across business units, corporate func(cid:2)ons and regions. Senior management reports to the audit commi(cid:3)ee of the board of directors on the agenda of risk topics evaluated by the enterprise risk commi(cid:3)ee and provides periodic risk reports, an overview of its view on key risks to the ﬁrm and detailed assessments of selected risks, as applicable. Our ﬁrmwide valua(cid:2)on commi(cid:3)ee reviews the valua(cid:2)on process for investments held by us and our investment vehicles, including the applica(cid:2)on of appropriate valua(cid:2)on standards on a consistent basis. The ﬁrmwide valua(cid:2)on commi(cid:3)ee is chaired by our Chief Financial Oﬃcer and is comprised 24 of senior heads of Blackstone’s businesses and representa(cid:2)ves from legal and ﬁnance. The review commi(cid:3)ees and/or investment commi(cid:3)ees of our businesses review and evaluate investment opportuni(cid:2)es in a framework that includes a qualita(cid:2)ve and quan(cid:2)ta(cid:2)ve assessment of the key risks of investments. See “— Investment Process and Risk Management.” There are a number of pending or recently enacted legisla(cid:2)ve and regulatory ini(cid:2)a(cid:2)ves that could signiﬁcantly aﬀect our business. Please see “— Item 1A. Risk Factors — Risks Related to Our Business — Financial regulatory changes in the United States could adversely aﬀect our business” and “— Complex regulatory regimes and poten(cid:2)al regulatory changes in jurisdic(cid:2)ons outside the United States could adversely aﬀect our business.” Available Informa(cid:2)on Eﬀec(cid:2)ve August 6, 2021, The Blackstone Group Inc. changed its name to Blackstone Inc. Eﬀec(cid:2)ve July 1, 2019, Blackstone Inc. converted from a Delaware limited partnership to a Delaware corpora(cid:2)on. Blackstone was formed as a Delaware limited partnership on March 12, 2007. We ﬁle annual, quarterly and current reports and other informa(cid:2)on with the SEC. These ﬁlings are available to the public over the internet at the SEC’s website at www.sec.gov. Our principal internet address is www.blackstone.com. We make available free of charge on or through www.blackstone.com our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, as soon as reasonably prac(cid:2)cable a(cid:7)er we electronically ﬁle such material with, or furnish it to, the SEC. The contents of our website are not, however, a part of this report. Item 1A. Risk Factors Risks Related to Our Business Signiﬁcant setbacks in the reopening of the global economy or reinstatement of lockdowns or other restric(cid:2)ons as a result of the ongoing COVID-19 pandemic may adversely impact our performance and results of opera(cid:2)ons. The impact of the COVID-19 pandemic has rapidly evolved around the globe, with many countries, at various (cid:2)mes, taking meaningful measures to limit the spread of the virus by ins(cid:2)tu(cid:2)ng quaran(cid:2)nes or lockdowns, imposing travel restric(cid:2)ons and vaccina(cid:2)on mandates for certain workers or ac(cid:2)vi(cid:2)es and limi(cid:2)ng opera(cid:2)ons of certain non-essen(cid:2)al businesses. In 2021, the global economy began reopening and robust economic ac(cid:2)vity supported a con(cid:2)nued recovery. However, the emergence of COVID-19 variants and related surges in COVID-19 cases have contributed to certain setbacks to reopening and could trigger the reinstatement of restric(cid:2)ons, including mandatory business shut-downs, travel restric(cid:2)ons, reduced business opera(cid:2)ons and social distancing requirements. Many medical and public health experts believe that COVID-19 could perpetually reoccur for years, such as seasonally in winter, and even if generally ceasing to be fatal for most people, such reoccurrence could increase the possibility of periods of increased restric(cid:2)ons on business opera(cid:2)ons. The longer the pandemic impacts ac(cid:2)vity levels in the loca(cid:2)ons and sectors in which we and our por(cid:6)olio companies operate, the more likely it is to have a sustained, material impact on the economy and on us. These and other factors may delay a return to pre-pandemic, ordinary course economic ac(cid:2)vity, or cause the U.S. economy or other major global economies to experience contrac(cid:2)on or slower growth. In addi(cid:2)on, the COVID-19 pandemic con(cid:2)nues to cause labor shortages and disrupt global supply chains, par(cid:2)cularly given China’s strict recurrent COVID restric(cid:2)ons, which has contributed to prolonged disrup(cid:2)ons. The COVID-19 pandemic is also contribu(cid:2)ng to growing inﬂa(cid:2)onary pressures, par(cid:2)cularly in the U.S., where inﬂa(cid:2)on con(cid:2)nues to show signs of accelera(cid:2)on. All of the above may adversely impact our business, ﬁnancial condi(cid:2)on, results of opera(cid:2)ons, liquidity and prospects materially and would also exacerbate many of the other risks discussed in this “Risk Factors” sec(cid:2)on. 25 Even though the COVID-19 pandemic has been gradually subsiding, the market turmoil and other changes associated with the pandemic may have las(cid:2)ng eﬀects on our business and opera(cid:2)ons. The prolifera(cid:2)on of remote working may result in long-term changed market and consumer and workplace prac(cid:2)ces that could nega(cid:2)vely impact us and our business. Increased adop(cid:2)on of and familiarity with remote work prac(cid:2)ces could result in con(cid:2)nued decreased demand for business and leisure travel, hotel stays, conference facili(cid:2)es, select U.S. urban residen(cid:2)al and oﬃce assets, diesel fuel and gasoline. In addi(cid:2)on, consumer prac(cid:2)ces and demands may permanently, or for an extended period, change from what they were prior to the onset of COVID-19, including avoiding ac(cid:2)vi(cid:2)es where people are in close proximity to each other, which could adversely aﬀect certain of our investments. Failure of our investment strategies to adapt to these and other changes could adversely impact the returns on our investments. Adverse impacts on our business as a result of the COVID-19 pandemic have included, and may in the future include, but are not limited to: • Performance Revenues. During parts of 2020 and 2021, our ability to realize value from our investments was adversely impacted by decreased por(cid:6)olio company revenues and earnings, lack of poten(cid:2)al buyers with ﬁnancial resources to pursue an acquisi(cid:2)on, and limited access to the equity capital markets. Although the con(cid:2)nuing market recovery has contributed to meaningful capital deployment and realiza(cid:2)ons, a poten(cid:2)al market downturn, a slower economic recovery, inﬂa(cid:2)onary pressures, and associated declines in the value of investments as well as limited capital deployment and realiza(cid:2)on opportuni(cid:2)es could reduce our performance revenues. • Management Fees. While con(cid:2)nuing market recovery has contributed to meaningful capital deployment, realiza(cid:2)on and fundraising ac(cid:2)vity, another poten(cid:2)al market downturn may cause us to experience a decline in the pace of our investments or in the pace of our fundraising for new or successor funds or in the value of funds charging management fees based on net asset value. In such a situa(cid:2)on, our fee revenues could experience declining growth or decrease. • • Investment Performance. Many of our investments are in industries that were materially impacted by COVID-19. For example, in 2020, certain investments in our real estate por(cid:6)olio, such as those in the hospitality, loca(cid:2)on-based entertainment and retail sectors and, in certain geographies, in the oﬃce and residen(cid:2)al sectors as well as in our private equity por(cid:6)olio, such as those in the travel, leisure and events sectors, experienced material reduc(cid:2)ons in value. We have also seen an increasing focus toward rent regula(cid:2)on as a means to address residen(cid:2)al aﬀordability caused by undersupply of housing in certain markets in the U.S. and Europe. Such condi(cid:2)ons (which may be across industries, sectors or geographies) may contribute to adverse opera(cid:2)ng performance, including by modera(cid:2)ng rent growth in certain geographies and markets in our residen(cid:2)al por(cid:6)olio. While nearly all por(cid:6)olio companies that completely or par(cid:2)ally suspended opera(cid:2)ons during the pandemic have fully reopened, we cannot predict if any such companies will have to completely or par(cid:2)ally suspend opera(cid:2)ons again in the future. If we experience another meaningful disrup(cid:2)on in ac(cid:2)vity like the one caused by COVID-19, the businesses of impacted por(cid:6)olio companies could suﬀer materially, which would decrease the value of our funds’ investments. Furthermore, such nega(cid:2)ve market condi(cid:2)ons could poten(cid:2)ally result in a por(cid:6)olio company entering bankruptcy proceedings, thereby poten(cid:2)ally resul(cid:2)ng in a complete loss of the fund’s investment in such por(cid:6)olio company and a signiﬁcant nega(cid:2)ve impact to the investment fund’s performance and consequently to our opera(cid:2)ng results and cash ﬂow, as well as to our reputa(cid:2)on. Liquidity. In 2020, our por(cid:6)olio companies faced, and may face in the future, increased credit and liquidity risk due to vola(cid:2)lity in ﬁnancial markets, reduced revenue streams, and limited access or higher cost of ﬁnancing, which may result in poten(cid:2)al impairment of our or our funds’ investments. Changes in the debt ﬁnancing markets impacted, and may in the future impact, the ability of our por(cid:6)olio companies to meet their respec(cid:2)ve ﬁnancial obliga(cid:2)ons. For example, the ini(cid:2)al outbreak of the pandemic created addi(cid:2)onal pressure for certain of our por(cid:6)olio companies’ and investments’ liquidity needs, including by 26 adversely impac(cid:2)ng rent collec(cid:2)on and opera(cid:2)onal performance in certain sectors and geographies. Although we have mul(cid:2)ple sources of liquidity to meet our capital needs, changes in the debt ﬁnancing markets may also in the future impact our ability to reﬁnance our debt obliga(cid:2)ons. In addi(cid:2)on, borrowers of loans, notes and other credit instruments in our credit funds’ por(cid:6)olios may be unable to meet their principal or interest payment obliga(cid:2)ons or sa(cid:2)sfy ﬁnancial covenants, and tenants leasing real estate proper(cid:2)es owned by our funds may not be able to pay rents in a (cid:2)mely manner or at all, resul(cid:2)ng in a decrease in value of our funds’ credit and real estate investments and lower than expected return. Another period of signiﬁcant disloca(cid:2)on in the credit markets like the one we experienced in the ﬁrst quarter of 2020, during which the liquidity of certain assets traded in the credit markets was limited, could impact the value of certain assets held by our real estate debt, credit and Hedge Fund Solu(cid:2)ons funds, such funds’ ability to sell assets at a(cid:3)rac(cid:2)ve prices or in a (cid:2)mely manner in order to avoid losses and the likelihood of margin calls from credit providers. In addi(cid:2)on, a sudden contrac(cid:2)on of liquidity in the credit markets, including as a result of overwhelming desire for liquidity on the part of market par(cid:2)cipants, is likely to exacerbate the likelihood of forced sales of assets and margins calls, which would result in further declines in the value of assets. For example, in our Hedge Funds Solu(cid:2)ons segment, such a contrac(cid:2)on could cause investors to seek liquidity in the form of redemp(cid:2)ons from our funds, adversely impac(cid:2)ng management fees. • Opera(cid:2)onal Risks. The emergence of COVID-19 variants and rising case counts in certain geographies have contributed to periods of increased remote work, including for our employees. While our technology infrastructure has supported remote work, such working environments may be less secure and more suscep(cid:2)ble to hacking a(cid:3)acks, including phishing and social engineering a(cid:3)empts that seek to exploit the COVID-19 pandemic. In addi(cid:2)on, third party service providers on whom we have become increasingly reliant for certain aspects of our business, including for certain technology pla(cid:6)orms (including cloud- based services) and the administra(cid:2)on of certain funds, could be impacted by an inability to perform due to COVID-19 restric(cid:2)ons or by failures of, or a(cid:3)acks on, their technology pla(cid:6)orms. • Employee-Related Risks. COVID-19 con(cid:2)nues to present a threat to our employees’ and their families’ well-being. Our employees or execu(cid:2)ve oﬃcers may become sick or otherwise unable to perform their du(cid:2)es for an extended period of (cid:2)me, and extended public health restric(cid:2)ons and remote working arrangements may impact employee morale. In addi(cid:2)on to any poten(cid:2)al impact of such extended illness on our opera(cid:2)ons, we may be exposed to the risk of li(cid:2)ga(cid:2)on by our employees against us for, among other things, failure to take adequate steps to protect their well-being, par(cid:2)cularly in the event they become sick a(cid:7)er a return to the oﬃce. A prolonged period of remote work may also make it more diﬃcult to integrate new employees and maintain our culture. Conversely, requiring our employees to return to the oﬃce full or part (cid:2)me, par(cid:2)cularly if other companies decide to oﬀer extended ﬂexibility to work remotely, may make it more diﬃcult to recruit and retain talent. The extent to which the COVID-19 pandemic will aﬀect our business, ﬁnancial condi(cid:2)on, results of opera(cid:2)ons, liquidity and prospects materially will depend on future developments, including the dura(cid:2)on, spread and intensity of the pandemic, the emergence of new variants of the virus, the distribu(cid:2)on and acceptance of vaccines, the dura(cid:2)on of government measures to mi(cid:2)gate the pandemic and how quickly and to what extent normal economic and opera(cid:2)ng condi(cid:2)ons resume, all of which are uncertain and diﬃcult to predict. Diﬃcult market and geopoli(cid:2)cal condi(cid:2)ons 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 condi(cid:2)on. Our business is materially aﬀected by ﬁnancial market and economic condi(cid:2)ons and events throughout the world that are outside our control. We may not be able to or may choose not to manage our exposure to these condi(cid:2)ons and/or events. Such condi(cid:2)ons and/or events can adversely aﬀect our business in many ways, including by reducing the ability of our funds to raise or deploy capital, reducing the value or performance of the 27 investments made by our funds and making it more diﬃcult to fund opportuni(cid:2)es for our funds to exist and realize value from exis(cid:2)ng investment. This could in turn materially reduce our revenue, earnings and cash ﬂow and adversely aﬀect our ﬁnancial prospects and condi(cid:2)on. In addi(cid:2)on, in the face of a diﬃcult market or economic environment, we may need to reduce our ﬁxed costs and other expenses in order to maintain proﬁtability, including by cu(cid:8)ng back or elimina(cid:2)ng the use of certain services or service providers, or termina(cid:2)ng the employment of a signiﬁcant number of our personnel that, in each case, could be important to our business and without which our opera(cid:2)ng results could be adversely aﬀected. A failure to manage or reduce our costs and other expenses within a (cid:2)me frame suﬃcient to match any decrease in proﬁtability would adversely aﬀect our opera(cid:2)ng performance. Turmoil in the global ﬁnancial markets can provoke signiﬁcant vola(cid:2)lity of equity and debt securi(cid:2)es prices. This can have a material and rapid impact on our mark-to-market valua(cid:2)ons, par(cid:2)cularly with respect to our public holdings and credit investments. Geopoli(cid:2)cal concerns and other global events, including, without limita(cid:2)on, trade conﬂict, civil unrest, na(cid:2)onal and interna(cid:2)onal poli(cid:2)cal circumstances (including outbreak of war, terrorist acts or security opera(cid:2)ons) and pandemics or other severe public health events, have contributed and may con(cid:2)nue to contribute to vola(cid:2)lity in global equity and debt markets. For example, the Chinese government has in recent years implemented a number of measures to control the rate of economic growth in the country, including by raising interest rates and adjus(cid:2)ng deposit reserve ra(cid:2)os for commercial banks, and through other measures designed to (cid:2)ghten credit and liquidity. A slowing of China’s growth rate could have a systemic impact on the global economy and on equity and debt markets. As publicly traded equity securi(cid:2)es have in recent years represented an increasingly signiﬁcant propor(cid:2)on of the assets of many of our funds, stock market vola(cid:2)lity, including a sharp decline in the stock market may adversely aﬀect our results, including our revenues and net income. In addi(cid:2)on, our public equity holdings have at (cid:2)mes been concentrated in a few large posi(cid:2)ons, thereby making our unrealized mark-to-market valua(cid:2)ons par(cid:2)cularly sensi(cid:2)ve to sharp changes in the price of any of these posi(cid:2)ons. Further, although the equity markets are not the only means by which we exit investments, should we experience another period of challenging equity markets, our funds may experience increased diﬃculty in realizing value from investments. In addi(cid:2)on, inﬂa(cid:2)on in the U.S. con(cid:2)nues to show meaningful signs of accelera(cid:2)on and is likely to con(cid:2)nue in the near- to medium- term. Further, heightened compe(cid:2)(cid:2)on for workers, supply chain issues and rising energy and commodity prices have contributed to increasing wages and other inputs. Higher inﬂa(cid:2)on and rising input costs may put pressure on our por(cid:6)olio companies’ proﬁt margins, par(cid:2)cularly where pricing power is lacking. Similarly, in the case of real estate, inﬂa(cid:2)on can nega(cid:2)vely impact the proﬁtability of certain real estate assets, such as those with long-term leases that do not provide for short-term rent increases. This would have an adverse impact on the valua(cid:2)ons of such investments in our funds and adversely aﬀect our performance and results of opera(cid:2)ons. In addi(cid:2)on to the factors described above, other factors described herein that may aﬀect market, economic and geopoli(cid:2)cal condi(cid:2)ons, and thereby adversely aﬀect our business include, without limita(cid:2)on: • • • economic slowdown in the U.S. and interna(cid:2)onally, changes in interest rates and/or a lack of availability of credit in the U.S. and interna(cid:2)onally, and changes in law and/or regula(cid:2)on, and uncertainty regarding government and regulatory policy, including in connec(cid:2)on with the current administra(cid:2)on. 28 A period of economic slowdown, which may be across one or more industries, sectors or geographies, could contribute to adverse opera(cid:2)ng performance for certain of our funds’ investments, which would adversely aﬀect our opera(cid:2)ng results and cash ﬂows. Countries and industries around the globe con(cid:2)nue to grapple with the economic impacts of the COVID-19 pandemic. Although meaningful global economic recovery is underway, such recovery may con(cid:2)nue to be uneven and characterized by dispersion across sectors and regions. Any decelera(cid:2)on in the rate of global growth in certain industries, sectors or geographies may contribute to poor ﬁnancial results at our funds’ por(cid:6)olio companies, which may result in lower investment returns for our funds. For example, periods of economic weakness have and may in the future contribute to a decline in commodity prices and/or vola(cid:2)lity in the oil and natural gas markets, each of which would have an adverse eﬀect on our energy investments. The performance of our funds’ por(cid:6)olio companies would also likely be nega(cid:2)vely impacted if pressure on wages and other inputs increasingly pressure proﬁt margins. To the extent the performance of those por(cid:6)olio companies, as well as valua(cid:2)on mul(cid:2)ples, do not improve, our funds may sell those assets at values that are less than we projected or even a loss, thereby signiﬁcantly aﬀec(cid:2)ng those investment funds’ performance. In addi(cid:2)on, as the governing agreements of our funds contain only limited requirements regarding diversiﬁca(cid:2)on of fund investments (by, for example, sector or geographic region), during periods of economic slowdown in certain sectors or regions, the impact on our funds may be exacerbated by concentra(cid:2)on of investments in such sector or region. As a result, our ability to raise new funds, as well as our opera(cid:2)ng results and cash ﬂows could be adversely aﬀected. In addi(cid:2)on, during periods of weakness, our funds’ por(cid:6)olio companies may also have diﬃculty expanding their businesses and opera(cid:2)ons or mee(cid:2)ng their debt service obliga(cid:2)ons or other expenses as they become due, including expenses payable to us. Furthermore, such nega(cid:2)ve market condi(cid:2)ons could poten(cid:2)ally result in a por(cid:6)olio company entering bankruptcy proceedings, thereby poten(cid:2)ally resul(cid:2)ng in a complete loss of the fund’s investment in such por(cid:6)olio company and a signiﬁcant nega(cid:2)ve impact to the investment fund’s performance and consequently to our opera(cid:2)ng results and cash ﬂow, as well as to our reputa(cid:2)on. In addi(cid:2)on, nega(cid:2)ve market condi(cid:2)ons would also increase the risk of default with respect to investments held by our funds that have signiﬁcant debt investments, such as our credit-focused funds. An increase in interest rates and other changes in the ﬁnancial markets could nega(cid:2)vely impact the values of certain assets or investments and the ability of our funds and their por(cid:5)olio companies to access the capital markets on a(cid:6)rac(cid:2)ve terms, which could adversely aﬀect investment and realiza(cid:2)on opportuni(cid:2)es, lead to lower-yielding investments and poten(cid:2)ally decrease our net income. Interest rates have remained at rela(cid:2)vely low levels on a historical basis and the U.S. Federal Reserve maintained the federal funds target range at 0.0% to 0.25% for much of 2021. However, in early 2022, in light of increasing signs of inﬂa(cid:2)on, the U.S. Federal Reserve indicated that it foresees up a to a three quarter-percentage point increase in interest rates in 2022, beginning as early as March 2022. The U.S. Federal Reserve has also indicated that it expects con(cid:2)nued increases in interest rates in 2023 and 2024. A period of sharply rising interest rates could create downward pressure on the price of real estate and decrease the value of ﬁxed-rate debt investments made by our funds, each of which may have an adverse impact on our business. Further, should the equity markets experience a period of sustained declines in values as a result of concerns regarding rising interest rates, our funds may face increased diﬃculty in realizing value from investments. An increase in interest rates could increase the cost of debt ﬁnancing for the transac(cid:2)ons our funds pursue. Further, a signiﬁcant contrac(cid:2)on or weakening in the market for debt ﬁnancing or other adverse change rela(cid:2)ng to the terms of debt ﬁnancing (such as, for example, higher equity requirements and/or more restric(cid:2)ve covenants), par(cid:2)cularly in the area of acquisi(cid:2)on ﬁnancings for private equity and real estate transac(cid:2)ons, could have a material adverse impact on our business. For example, a por(cid:2)on of the indebtedness used to ﬁnance certain fund investments o(cid:7)en includes high-yield debt securi(cid:2)es issued in the capital markets. Availability of capital from the high-yield debt markets is subject to signiﬁcant vola(cid:2)lity, and there may be (cid:2)mes when we might not be able to access those markets at a(cid:3)rac(cid:2)ve rates, or at all, when comple(cid:2)ng an investment. Further, the ﬁnancing of acquisi(cid:2)ons or the opera(cid:2)ons of our funds’ por(cid:6)olio companies with debt may become less a(cid:3)rac(cid:2)ve due to limita(cid:2)ons on the deduc(cid:2)bility of corporate interest expense. See “— Changes in U.S. and foreign taxa(cid:2)on of businesses and other tax laws, regula(cid:2)ons or trea(cid:2)es or an adverse interpreta(cid:2)on of these items by tax authori(cid:2)es could adversely aﬀect us, including by adversely impac(cid:2)ng our eﬀec(cid:2)ve tax rate and tax liability.” 29 If our funds are unable to obtain commi(cid:3)ed debt ﬁnancing for poten(cid:2)al acquisi(cid:2)ons, can only obtain debt ﬁnancing at an increased interest rate or on unfavorable terms or the ability to deduct corporate interest expense is substan(cid:2)ally limited, our funds may face increased compe(cid:2)(cid:2)on from strategic buyers of assets who may have an overall lower cost of capital or the ability to beneﬁt from a higher amount of cost savings following an acquisi(cid:2)on, or may have diﬃculty comple(cid:2)ng otherwise proﬁtable acquisi(cid:2)ons or may generate proﬁts that are lower than would otherwise be the case, each of which could lead to a decrease in our revenues. In addi(cid:2)on, rising interest rates, coupled with periods of signiﬁcant equity and credit market vola(cid:2)lity may poten(cid:2)ally make it more diﬃcult for us to ﬁnd a(cid:3)rac(cid:2)ve opportuni(cid:2)es for our funds to exit and realize value from their exis(cid:2)ng investments. Our funds’ por(cid:6)olio companies also regularly u(cid:2)lize the corporate debt markets in order to obtain ﬁnancing for their opera(cid:2)ons. To the extent monetary policy, tax or other regulatory changes or diﬃcult credit markets render such ﬁnancing diﬃcult to obtain, more expensive or otherwise less a(cid:3)rac(cid:2)ve, this may also nega(cid:2)vely impact the ﬁnancial results of those por(cid:6)olio companies and, therefore, the investment returns on our funds. In addi(cid:2)on, to the extent that market condi(cid:2)ons and/or tax or other regulatory changes make it diﬃcult or impossible to reﬁnance debt that is maturing in the near term, some of our funds’ por(cid:6)olio companies may be unable to repay such debt at maturity and may be forced to sell assets, undergo a recapitaliza(cid:2)on or seek bankruptcy protec(cid:2)on. A decline in the pace or size of investments made by our funds may adversely aﬀect our revenues. The revenues that we earn are driven in part by the pace at which our funds make investments and the size of those investments, and a decline in the pace or the size of such investments may reduce our revenues. In par(cid:2)cular, in recent years we have meaningfully increased the number of perpetual capital vehicles we oﬀer and the assets under management in such vehicles, par(cid:2)cularly in our Real Estate and Credit & Insurance segments. The fees we earn from our perpetual capital vehicles, including our Core+ real estate strategy, represent a signiﬁcant and growing por(cid:2)on of our overall revenues. If our funds, including our perpetual capital vehicles, are unable to deploy capital at a suﬃcient pace, our revenues would be adversely impacted. Many factors could cause a decline in the pace of investment, including a market environment characterized by rela(cid:2)ve high prices, the inability of our investment professionals to iden(cid:2)fy a(cid:3)rac(cid:2)ve investment opportuni(cid:2)es, compe(cid:2)(cid:2)on for such opportuni(cid:2)es among other poten(cid:2)al acquirers, decreased availability of capital on a(cid:3)rac(cid:2)ve terms. Further, we may fail to consummate iden(cid:2)ﬁed investment opportuni(cid:2)es because of business, regulatory or legal complexi(cid:2)es or uncertainty and adverse developments in the U.S. or global economy, ﬁnancial markets or geopoli(cid:2)cal condi(cid:2)ons, and our ability to deploy capital in certain countries may be adversely impacted by U.S. and foreign government policy changes and regula(cid:2)ons. For example, our ability to deploy capital in China has been adversely impacted by policies and regula(cid:2)ons in China and the U.S. The U.S. House of Representa(cid:2)ves recently passed a bill that, if enacted its current or a similar form, would subject certain outbound investments from the U.S. into China to heightened review by the U.S. government, which could further nega(cid:2)vely impact our ability to deploy capital in China. See “— Laws and regula(cid:2)ons on foreign direct investment applicable to us and our por(cid:6)olio companies, both within and outside the U.S., may make it more diﬃcult for us to deploy capital in certain jurisdic(cid:2)ons or to sell assets to certain buyers.” Our revenue, earnings, net income and cash ﬂow can all vary materially, which may make it diﬃcult for us to achieve steady earnings growth on a quarterly basis and may cause the price of our common stock to decline. Our revenue, net income and cash ﬂow can all vary materially due to our reliance on Performance Revenues. We may experience ﬂuctua(cid:2)ons in our results, including our revenue and net income, from quarter to quarter due to a number of other factors, including (cid:2)ming of realiza(cid:2)ons, changes in the valua(cid:2)ons of our funds’ investments, changes in the amount of distribu(cid:2)ons, dividends or interest paid in respect of investments, changes in our opera(cid:2)ng expenses, the degree to which we encounter compe(cid:2)(cid:2)on and general economic and market condi(cid:2)ons. Achieving steady growth in net income and cash ﬂow on a quarterly basis may be diﬃcult, which could in turn lead to large adverse movements or general increased vola(cid:2)lity in the price of our common stock. We also do not provide any guidance regarding our expected quarterly and annual opera(cid:2)ng results. The lack of guidance may aﬀect the expecta(cid:2)ons of public market analysts and could cause increased vola(cid:2)lity in our common stock price. 30 Our cash ﬂow may ﬂuctuate signiﬁcantly due to the fact that we receive Performance Alloca(cid:2)ons from our carry funds only when investments are realized and achieve a certain preferred return. Performance Alloca(cid:2)ons depend on our carry funds’ performance and opportuni(cid:2)es for realizing gains, which may be limited. It takes a substan(cid:2)al period of (cid:2)me to iden(cid:2)fy a(cid:3)rac(cid:2)ve investment opportuni(cid:2)es, to raise all the funds needed to make an investment and then to realize the cash value (or other proceeds) of an investment through a sale, public oﬀering, recapitaliza(cid:2)on or other exit. Even if an investment proves to be proﬁtable, it may be a number of years before any proﬁts can be realized in cash (or other proceeds). We cannot predict when, or if, any realiza(cid:2)on of investments will occur. The mark-to-market valua(cid:2)ons of investments made by our funds are subject to vola(cid:2)lity driven by economic and market condi(cid:2)ons. Economic and market condi(cid:2)ons may also nega(cid:2)vely impact our realiza(cid:2)on opportuni(cid:2)es. The valua(cid:2)ons of and realiza(cid:2)on opportuni(cid:2)es for investments made by our funds could also be subject to high vola(cid:2)lity as a result of uncertainty regarding governmental policy with respect to, among other things, tax, ﬁnancial services regula(cid:2)on, interna(cid:2)onal trade, immigra(cid:2)on, healthcare, labor, infrastructure and energy. In addi(cid:2)on, upon the realiza(cid:2)on of a proﬁtable investment by any of our carry funds and prior to our receiving any Performance Alloca(cid:2)ons in respect of that investment, 100% of the proceeds of that investment must generally be paid to the investors in that carry fund un(cid:2)l they have recovered certain fees and expenses and achieved a certain return on all realized investments by that carry fund as well as a recovery of any unrealized losses. A par(cid:2)cular realiza(cid:2)on event may have a signiﬁcant impact on our results for that par(cid:2)cular quarter that may not be replicated in subsequent quarters. We recognize revenue on investments in our investment funds based on our allocable share of realized and unrealized gains (or losses) reported by such investment funds, and a decline in realized or unrealized gains, or an increase in realized or unrealized losses, would adversely aﬀect our revenue and possibly cash ﬂow, which could further increase the vola(cid:2)lity of our quarterly results. Because our carry funds have preferred return thresholds to investors that need to be met prior to our receiving any Performance Alloca(cid:2)ons, substan(cid:2)al declines in the carrying value of the investment por(cid:6)olios of a carry fund can signiﬁcantly delay or eliminate any Performance Alloca(cid:2)ons paid to us in respect of that fund since the value of the assets in the fund would need to recover to their aggregate cost basis plus the preferred return over (cid:2)me before we would be en(cid:2)tled to receive any Performance Alloca(cid:2)ons from that fund. The (cid:2)ming and receipt of Performance Alloca(cid:2)ons also varies with the life cycle of our carry funds. During periods in which a rela(cid:2)vely large por(cid:2)on of our assets under management is a(cid:3)ributable to carry funds and investments in their “harves(cid:2)ng” period, our carry funds would make larger distribu(cid:2)ons than in the fundraising or investment periods that precede harves(cid:2)ng. During periods in which a signiﬁcant por(cid:2)on of our assets under management is a(cid:3)ributable to carry funds that are not in their harves(cid:2)ng periods, we may receive substan(cid:2)ally lower Performance Alloca(cid:2)ons. For certain of our vehicles, including our core+ real estate funds, infrastructure funds and other of our perpetual capital vehicles, which have in recent years become increasing large contributors to our earnings, our incen(cid:2)ve income is paid between quarterly and every ﬁve years. The varying frequency of these payments will contribute to the vola(cid:2)lity of our cash ﬂow. Furthermore, we earn this incen(cid:2)ve income only if the net asset value of a vehicle has increased or, in the case of certain vehicles, increased beyond a par(cid:2)cular return threshold, or if the vehicle has earned a net proﬁt. Certain of these vehicles also have “high water marks” whereby we do not earn incen(cid:2)ve income during a par(cid:2)cular period even though the vehicle had posi(cid:2)ve returns in such period as a result of losses in prior periods. If one of these vehicles experiences losses, we will not earn incen(cid:2)ve income from it un(cid:2)l it surpasses the previous high water mark. The incen(cid:2)ve income we earn is therefore dependent on the net asset value or the net proﬁt of the vehicle, which could lead to signiﬁcant vola(cid:2)lity in our results. 31 Adverse economic and market condi(cid:2)ons may adversely aﬀect the amount of cash generated by our businesses, and in turn, our ability to pay dividends to our stockholders. We primarily use cash to, without limita(cid:2)on (a) provide capital to facilitate the growth of our exis(cid:2)ng businesses, which principally includes funding our general partner and co-investment commitments to our funds, (b) provide capital for business expansion, (c) pay opera(cid:2)ng expenses, including cash compensa(cid:2)on to our employees, and other obliga(cid:2)ons as they arise, including servicing our debt and (d) pay dividends to our stockholders, make distribu(cid:2)ons to the holders of Blackstone Holdings Partnership Units and make repurchases under our share repurchase program. Our principal sources of cash are: (a) cash we received in connec(cid:2)on with our prior bond oﬀerings, (b) management fees, (c) realized incen(cid:2)ve fees and (d) realized performance alloca(cid:2)ons, which is the sum of Realized Principal Investment Income and Realized Performance Revenues less Realized Performance Compensa(cid:2)on. We have also entered into a $2.25 billion revolving credit facility with a ﬁnal maturity date of November 24, 2025. Our long-term debt totaled $7.9 billion in borrowings from our prior bond issuances. As of December 31, 2021, we had $250.0 million of borrowings outstanding under our revolving credit facility, which borrowings were repaid subsequent to December 31, 2021. As of December 31, 2021, we had $2.1 billion in Cash and Cash Equivalents, $658.1 million invested in Corporate Treasury Investments and $3.3 billion in Other Investments. If the global economy and condi(cid:2)ons in the ﬁnancing markets worsen, our fund investment performance could suﬀer, resul(cid:2)ng in, for example, the payment of less or no Performance Alloca(cid:2)ons to us. This could materially and adversely aﬀect the amount of cash we have on hand, including for, among other purposes, the payment of dividends to our stockholders. Having less cash on hand could in turn require us to rely on other sources of cash (such as the capital markets, which may not be available to us on acceptable terms) for the above purposes. Furthermore, during adverse economic and market condi(cid:2)ons, we might not be able to renew all or part of our exis(cid:2)ng revolving credit facility or ﬁnd alternate ﬁnancing on commercially reasonable terms. As a result, our uses of cash may exceed our sources of cash, thereby poten(cid:2)ally aﬀec(cid:2)ng our liquidity posi(cid:2)on. We depend on our founder and other key senior managing directors and the loss of their services would have a material adverse eﬀect on our business, results and ﬁnancial condi(cid:2)on. We depend on the eﬀorts, skill, reputa(cid:2)ons and business contacts of our founder, Stephen A. Schwarzman, our President, Jonathan D. Gray, and other key senior managing directors, the informa(cid:2)on and deal ﬂow they generate during the normal course of their ac(cid:2)vi(cid:2)es and the synergies among the diverse ﬁelds of exper(cid:2)se and knowledge held by our professionals. Accordingly, our success will depend on the con(cid:2)nued service of these individuals, who are not obligated to remain employed with us. Several key senior managing directors have le(cid:7) the ﬁrm in the past and others may do so in the future, and we cannot predict the impact that the departure of any key senior managing director will have on our ability to achieve our investment objec(cid:2)ves. For example, the governing agreements of many of our funds generally provide investors with the ability to terminate the investment period in the event that certain “key persons” in the fund do not provide the speciﬁed (cid:2)me commitment to the fund or our ﬁrm ceases to control the general partner. The loss of the services of any key senior managing directors could have a material adverse eﬀect on our revenues, net income and cash ﬂows and could harm our ability to maintain or grow assets under management in exis(cid:2)ng funds or raise addi(cid:2)onal funds in the future. We have historically relied in part on the interests of these professionals in the investment funds’ carried interest and incen(cid:2)ve fees to discourage them from leaving the ﬁrm. However, to the extent our investment funds perform poorly, thereby reducing the poten(cid:2)al for carried interest and incen(cid:2)ve fees, their interests in carried interest and incen(cid:2)ve fees become less valuable to them and become less eﬀec(cid:2)ve as incen(cid:2)ves for them to con(cid:2)nue to be employed at Blackstone. Our senior managing directors and other key personnel possess substan(cid:2)al experience and exper(cid:2)se and have strong business rela(cid:2)onships with investors in our funds, clients and other members of the business community. As a result, the loss of these personnel could jeopardize our rela(cid:2)onships with investors in our funds, our clients and members of the business community and result in the reduc(cid:2)on of assets under management or fewer investment opportuni(cid:2)es. 32 Our publicly traded structure and other factors may adversely aﬀect our ability to recruit, retain and mo(cid:2)vate our senior managing directors and other key personnel, which could adversely aﬀect our business, results and ﬁnancial condi(cid:2)on. Our most important asset is our people, and our con(cid:2)nued success is highly dependent upon the eﬀorts of our senior managing directors and other professionals. Our future success and growth depend to a substan(cid:2)al degree on our ability to retain and mo(cid:2)vate our senior managing directors and other key personnel and to strategically recruit, retain and mo(cid:2)vate new talented personnel. Our senior managing directors’ compensa(cid:2)on generally includes awards of Blackstone equity interests that en(cid:2)tle the holder to cash distribu(cid:2)ons or dividends. Our current senior managing directors own a meaningful amount of such equity interests (including Blackstone Holdings Partnership units). The value of such equity interests, however, and the distribu(cid:2)ons or dividends in respect thereof, may not be suﬃcient to retain and mo(cid:2)vate our senior managing directors and other key personnel, nor may they be suﬃciently a(cid:3)rac(cid:2)ve to strategically recruit, retain and mo(cid:2)vate new talented personnel. Addi(cid:2)onally, the minimum retained ownership requirements and transfer restric(cid:2)ons to which these interests are subject in certain instances lapse over (cid:2)me, may not be enforceable in all cases and can be waived. There is no guarantee that the non-compe(cid:2)(cid:2)on and non-solicita(cid:2)on agreements to which our senior managing directors are subject, together with our other arrangements with them, will prevent them from leaving, joining our compe(cid:2)tors or otherwise compe(cid:2)ng with us or that these agreements will be enforceable in all cases. In addi(cid:2)on, these agreements will expire a(cid:7)er a certain period of (cid:2)me, at which point each of our senior managing directors would be free to compete against us and solicit investors in our funds, clients and employees. We might not be able to provide future senior managing directors with interests in our business to the same extent or with the same tax consequences from which our exis(cid:2)ng senior managing directors previously beneﬁted. For example, U.S. Federal income tax law currently imposes a three-year holding period requirement for carried interest to be treated as long-term capital gain. The holding period requirement may result in some of our carried interest being treated as ordinary income, which would materially increase the amount of taxes that our employees and other key personnel would be required to pay. Moreover, the tax treatment of carried interest con(cid:2)nues to be an area of focus for policymakers and government oﬃcials, which could result in further regulatory ac(cid:2)on by federal or state governments. See “— Changes in U.S. and foreign taxa(cid:2)on of businesses and other tax laws, regula(cid:2)ons or trea(cid:2)es or an adverse interpreta(cid:2)on of these items by tax authori(cid:2)es could adversely aﬀect us, including by adversely impac(cid:2)ng our eﬀec(cid:2)ve tax rate and tax liability.” In addi(cid:2)on, certain states have temporarily increased the income tax rate for the state’s highest earners, which could subject certain of our personnel to the highest combined state-and-local tax rate in the United States. Poten(cid:2)al tax rate increases and changes to the tax treatment of carried interest and in applicable tax laws, along with changing opinions regarding living in some geographies where we have oﬃces, may adversely aﬀect our ability to recruit, retain and mo(cid:2)vate our current and future professionals. Alterna(cid:2)vely, the value of the equity awards we issue senior managing directors at any given (cid:2)me may subsequently fall (as reﬂected in the market price of common stock), which could counteract the incen(cid:2)ves we are seeking to induce in them. Therefore, in order to recruit and retain exis(cid:2)ng and future senior managing directors, we may need to increase the level of compensa(cid:2)on that we pay to them, which would cause our total employee compensa(cid:2)on and beneﬁts expense as a percentage of our total revenue to increase and adversely aﬀect our proﬁtability. In addi(cid:2)on, issuance of equity interests in our business in the future to senior managing directors and other personnel would dilute public common stockholders. 33 We strive to maintain a work environment that reinforces our culture of collabora(cid:2)on, mo(cid:2)va(cid:2)on and alignment of interests with investors. If we do not con(cid:2)nue to develop and implement the right processes and tools to manage our changing enterprise and maintain this culture, par(cid:2)cularly in light of rapid and signiﬁcant growth in our employee popula(cid:2)on, our ability to compete successfully and achieve our business objec(cid:2)ves could be impaired, which could nega(cid:2)vely impact our business, ﬁnancial condi(cid:2)on and results of opera(cid:2)ons. The asset management business is intensely compe(cid:2)(cid:2)ve. The asset management business is intensely compe(cid:2)(cid:2)ve, with compe(cid:2)(cid:2)on based on a variety of factors, including investment performance, the quality of service provided to clients, investor liquidity and willingness to invest, fund terms (including fees), brand recogni(cid:2)on and business reputa(cid:2)on. Our asset management business competes with a number of private equity funds, specialized investment funds, hedge funds, funds of hedge funds and other sponsors managing pools of capital, as well as corporate buyers, tradi(cid:2)onal asset managers, commercial banks, investment banks and other ﬁnancial ins(cid:2)tu(cid:2)ons (including sovereign wealth funds), and we expect that compe(cid:2)(cid:2)on will con(cid:2)nue to increase. For example, certain tradi(cid:2)onal asset managers have developed their own private equity pla(cid:6)orms and are marke(cid:2)ng other asset alloca(cid:2)on strategies as alterna(cid:2)ves to hedge fund investments. Addi(cid:2)onally, developments in ﬁnancial technology, or ﬁntech, such as distributed ledger technology, or blockchain, have the poten(cid:2)al to disrupt the ﬁnancial industry and change the way ﬁnancial ins(cid:2)tu(cid:2)ons, as well as asset managers, do business. A number of factors serve to increase our compe(cid:2)(cid:2)ve risks: • a number of our compe(cid:2)tors in some of our businesses have greater ﬁnancial, technical, research, marke(cid:2)ng and other resources and more personnel than we do, • • • • • • • • • some of our funds may not perform as well as compe(cid:2)tors’ funds or other available investment products, several of our compe(cid:2)tors have signiﬁcant amounts of capital, and many of them have similar investment objec(cid:2)ves to ours, which may create addi(cid:2)onal compe(cid:2)(cid:2)on for investment opportuni(cid:2)es and may reduce the size and dura(cid:2)on of pricing ineﬃciencies that many alterna(cid:2)ve investment strategies seek to exploit, some of our compe(cid:2)tors, par(cid:2)cularly strategic compe(cid:2)tors, may have a lower cost of capital, which may be exacerbated to the extent poten(cid:2)al changes to the Internal Revenue Code limit the deduc(cid:2)bility of interest expense, some of our compe(cid:2)tors may have access to funding sources that are not available to us, which may create compe(cid:2)(cid:2)ve disadvantages for us with respect to investment opportuni(cid:2)es, some of our compe(cid:2)tors may be subject to less regula(cid:2)on and accordingly may have more ﬂexibility to undertake and execute certain businesses or investments than we can and/or bear less compliance expense than we do, some of our compe(cid:2)tors may have more ﬂexibility than us in raising certain types of investment funds under the investment management contracts they have nego(cid:2)ated with their investors, some of our compe(cid:2)tors may have higher risk tolerances, diﬀerent risk assessments or lower return thresholds, which could allow them to consider a wider variety of investments and to bid more aggressively than us for investments that we want to make or to seek exit opportuni(cid:2)es through diﬀerent channels, such as special purpose acquisi(cid:2)on vehicles (“SPACs”), some of our compe(cid:2)tors may be more successful than us in the development of new products to address investor demand for new or diﬀerent investment strategies and/or regulatory changes, including with respect to products with mandates that incorporate ESG considera(cid:2)ons, or products that are targeted toward retail or insurance capital, there are rela(cid:2)vely few barriers to entry impeding new alterna(cid:2)ve asset fund management ﬁrms, and the successful eﬀorts of new entrants into our various businesses, including former “star” por(cid:6)olio managers at large diversiﬁed ﬁnancial ins(cid:2)tu(cid:2)ons as well as such ins(cid:2)tu(cid:2)ons themselves, is expected to con(cid:2)nue to result in increased compe(cid:2)(cid:2)on, 34 • • some of our compe(cid:2)tors may have be(cid:3)er exper(cid:2)se or be regarded by investors as having be(cid:3)er exper(cid:2)se in a speciﬁc asset class or geographic region than we do, some of our compe(cid:2)tors may be more successful than us in the development and implementa(cid:2)on of new technology to address investor demand for product and strategy innova(cid:2)on, par(cid:2)cularly in the hedge fund industry, • our compe(cid:2)tors that are corporate buyers may be able to achieve synergis(cid:2)c cost savings in respect of an investment, which may provide them with a compe(cid:2)(cid:2)ve advantage in bidding for an investment, • some investors may prefer to invest with an investment manager that is not publicly traded or is smaller with only one or two investment products that it manages, and • other industry par(cid:2)cipants will from (cid:2)me to (cid:2)me seek to recruit our investment professionals and other employees away from us. We may lose investment opportuni(cid:2)es in the future if we do not match investment prices, structures and terms oﬀered by compe(cid:2)tors. Alterna(cid:2)vely, we may experience decreased rates of return and increased risks of loss if we match investment prices, structures and terms oﬀered by compe(cid:2)tors. Moreover, if we are forced to compete with other alterna(cid:2)ve asset managers on the basis of price, we may not be able to maintain our current fund fee and carried interest terms. We have historically competed primarily on the performance of our funds, and not on the level of our fees or carried interest rela(cid:2)ve to those of our compe(cid:2)tors. However, there is a risk that fees and carried interest in the alterna(cid:2)ve investment management industry will decline, without regard to the historical performance of a manager. Fee or carried interest income reduc(cid:2)ons on exis(cid:2)ng or future funds, without corresponding decreases in our cost structure, would adversely aﬀect our revenues and proﬁtability. In addi(cid:2)on, the a(cid:3)rac(cid:2)veness of our investment funds rela(cid:2)ve to investments in other investment products could decrease depending on economic condi(cid:2)ons. Furthermore, any new or incremental regulatory measures for the U.S. ﬁnancial services industry may increase costs and create regulatory uncertainty and addi(cid:2)onal compe(cid:2)(cid:2)on for many of our funds. See “— Financial regulatory changes in the United States could adversely aﬀect our business.” This compe(cid:2)(cid:2)ve pressure could adversely aﬀect our ability to make successful investments and limit our ability to raise future investment funds, either of which would adversely impact our business, revenue, results of opera(cid:2)ons and cash ﬂow. Our business depends in large part on our ability to raise capital from third party investors. A failure to raise capital from third party investors on a(cid:6)rac(cid:2)ve fee terms or at all, would impact our ability to collect management fees or deploy such capital into investments and poten(cid:2)ally collect Performance Alloca(cid:2)ons, which would materially reduce our revenue and cash ﬂow and adversely aﬀect our ﬁnancial condi(cid:2)on. Our ability to raise capital from third party investors depends on a number of factors, including certain factors that are outside our control. Certain factors, such as the performance of the stock market and the asset alloca(cid:2)on rules or investment policies to which such third party investors are subject, could inhibit or restrict the ability of third party investors to make investments in our investment funds or the asset classes in which our investment funds invest. For example, state poli(cid:2)cians and lawmakers across a number of states, including Pennsylvania and Florida, have con(cid:2)nued to put forth proposals or expressed intent to take steps to reduce or minimize the ability of their state pension funds to invest in alterna(cid:2)ve asset classes, including by proposing to increase the repor(cid:2)ng or other obliga(cid:2)ons applicable to their state pension funds that invest in such asset classes. Such proposals or ac(cid:2)ons would poten(cid:2)ally discourage investment by such state pension funds in alterna(cid:2)ve asset classes by imposing meaningful compliance burdens and costs on them, which could adversely aﬀect our ability to raise capital from 35 such state pension funds. Other states could poten(cid:2)ally take similar ac(cid:2)ons, which may further impair our access to capital from an investor base that has historically represented a signiﬁcant por(cid:2)on of our fundraising. In addi(cid:2)on, vola(cid:2)lity in the valua(cid:2)ons of investments, has in the past and may in the future aﬀect our ability to raise capital from third party investors. To the extent periods of vola(cid:2)lity are coupled with a lack of realiza(cid:2)ons from investors’ exis(cid:2)ng private equity and real estate por(cid:6)olios, such investors may be le(cid:7) with dispropor(cid:2)onately outsized remaining commitments to a number of investment funds, which signiﬁcantly limits such investors’ ability to make new commitments to third party managed investment funds such as those managed by us. In addi(cid:2)on, we have increasingly undertaken ini(cid:2)a(cid:2)ves to increase the number and type of investment products we oﬀer to retail investors. Certain of our investment vehicles that are available to such investors are subject to state registra(cid:2)on requirements that impose limits on the propor(cid:2)on of such investors’ net worth that can be invested in our products. These restric(cid:2)ons may limit such investors’ ability or willingness to allocate capital to such products and adversely aﬀect our fundraising in the retail channel. Our ability to raise new funds could similarly be hampered if the general appeal of real estate, private equity and other alterna(cid:2)ve investments were to decline. An investment in a limited partner interest in an alterna(cid:2)ve investment fund is generally more illiquid and the returns on such investment may be more vola(cid:2)le than an investment in securi(cid:2)es for which there is a more ac(cid:2)ve and transparent market. In periods of posi(cid:2)ve markets and low vola(cid:2)lity, for example, investors may favor passive investment strategies such as index funds over our ac(cid:2)vely managed investment vehicles. Alterna(cid:2)ve investments could also fall into disfavor as a result of concerns about liquidity and short-term performance. Such concerns could be exhibited, in par(cid:2)cular, by public pension funds, which have historically been among the largest investors in alterna(cid:2)ve assets. Many public pension funds are signiﬁcantly underfunded and their funding problems have been, and may in the future be, exacerbated by economic downturn. Concerns with liquidity could cause such public pension funds to reevaluate the appropriateness of alterna(cid:2)ve investments. Although a number of investors, including certain public pension funds, have increased their alloca(cid:2)ons to alterna(cid:2)ve investments in recent years, there is no assurance that this will con(cid:2)nue or that our ability to raise capital from investors will not be hampered. In addi(cid:2)on, our ability to raise capital from third par(cid:2)es outside of the U.S. could be limited to the extent other countries, such as China, impose restric(cid:2)ons or limita(cid:2)ons on outbound foreign investment. Moreover, certain ins(cid:2)tu(cid:2)onal investors are demonstra(cid:2)ng a preference to in-source their own investment professionals and to make direct investments in alterna(cid:2)ve assets without the assistance of alterna(cid:2)ve asset advisers like us. Such ins(cid:2)tu(cid:2)onal investors may become our compe(cid:2)tors and could cease to be our clients. As some exis(cid:2)ng investors cease or signiﬁcantly curtail making commitments to alterna(cid:2)ve investment funds, we may need to iden(cid:2)fy and a(cid:3)ract new investors in order to maintain or increase the size of our investment funds. There are no assurances that we can ﬁnd or secure commitments from those new investors or that the fee terms of the commitments from such new investors will be consistent with the fees historically paid to us by our investors. If economic condi(cid:2)ons were to deteriorate or if we are unable to ﬁnd new investors, we might raise less than our desired amount for a given fund. Further, as we seek to expand into other asset classes, we may be unable to raise a suﬃcient amount of capital to adequately support such businesses. A failure to successfully raise capital could materially reduce our revenue and cash ﬂow and adversely aﬀect our ﬁnancial condi(cid:2)on. In connec(cid:2)on with raising new funds or making further investments in exis(cid:2)ng funds, we nego(cid:2)ate terms for such funds and investments with exis(cid:2)ng and poten(cid:2)al investors. The outcome of such nego(cid:2)a(cid:2)ons could result in our agreement to terms that are materially less favorable to us than for prior funds we have managed or funds managed by our compe(cid:2)tors, including with respect to management fees, incen(cid:2)ve fees and/or carried interest, which could have an adverse impact on our revenues. Such terms could also restrict our ability to raise investment funds with investment objec(cid:2)ves or strategies that compete with exis(cid:2)ng funds, add addi(cid:2)onal expenses and obliga(cid:2)ons for us in managing the fund or increase our poten(cid:2)al liabili(cid:2)es, all of which could ul(cid:2)mately reduce our revenues. In addi(cid:2)on, certain ins(cid:2)tu(cid:2)onal investors, including sovereign wealth funds and public pension funds, have demonstrated an increased preference for alterna(cid:2)ves to the tradi(cid:2)onal investment fund structure, such as 36 managed accounts, smaller funds and co-investment vehicles. There can be no assurance that such alterna(cid:2)ves will be as proﬁtable for us as the tradi(cid:2)onal investment fund structure, or as to the impact such a trend could have on the cost of our opera(cid:2)ons or proﬁtability if we were to implement these alterna(cid:2)ve investment structures. In addi(cid:2)on, certain ins(cid:2)tu(cid:2)onal investors, including public pension funds, have publicly cri(cid:2)cized certain fund fee and expense structures, including management fees and transac(cid:2)on and advisory fees. Although we have no obliga(cid:2)on to modify any of our fees with respect to our exis(cid:2)ng funds, we may experience pressure to do so in our funds, including in response to regulatory focus by the SEC on the quantum and types of fees and expenses charged by private funds. For example, we have confronted and expect to con(cid:2)nue to confront requests from a variety of investors and groups represen(cid:2)ng investors to decrease fees, which could result in a reduc(cid:2)on in the fees and Performance Alloca(cid:2)ons and Incen(cid:2)ve Fees we earn. We have increasingly undertaken business ini(cid:2)a(cid:2)ves to increase the number and type of investment products we oﬀer to retail investors, which could expose us to new and greater levels of risk. Although retail investors have been part of our historic distribu(cid:2)on eﬀorts, we have increasingly undertaken business ini(cid:2)a(cid:2)ves to increase the number and type of investment products we oﬀer to high net worth individuals, family oﬃces and mass aﬄuent investors in the U.S. and other jurisdic(cid:2)ons around the world. In some cases, our unregistered funds are distributed to retail investors indirectly through third party managed vehicles sponsored by brokerage ﬁrms, private banks or third-party feeder providers, and in other cases directly to the qualiﬁed clients of private banks, independent investment advisors and brokers. In other cases, we create investment products speciﬁcally designed for direct investment by retail investors in the U.S., some of whom are not accredited investors, or similar investors in non-U.S. jurisdic(cid:2)ons, including in Europe. Such investment products are regulated by the SEC in the U.S. and by other similar regulatory bodies in other jurisdic(cid:2)ons. Accessing retail investors and selling retail directed products exposes us to new and greater levels of risk, including heightened li(cid:2)ga(cid:2)on and regulatory enforcement risks. To the extent distribu(cid:2)on of retail products is through new channels, including through an increasing number of distributors with whom we engage, we may not be able to eﬀec(cid:2)vely monitor or control the manner of their distribu(cid:2)on, which could result in li(cid:2)ga(cid:2)on or regulatory ac(cid:2)on against us, including with respect to, among other things, claims that products distributed through such channels are distributed to customers for whom they are unsuitable or that they are distributed in an otherwise inappropriate manner. Although we seek to ensure through due diligence and onboarding procedures that the third-party channels through which retail investors access our investment products conduct themselves responsibly, we are exposed to the risks of reputa(cid:2)onal damage and legal liability to the extent such third par(cid:2)es improperly sell our products to investors. This risk is heightened by the con(cid:2)nuing increase in the number of third par(cid:2)es through whom we distribute our investment products around the world and who we do not control. For example, in certain cases, we may be viewed by a regulator as responsible for the content of materials prepared by third-party distributors. Similarly, there is a risk that Blackstone employees involved in the direct distribu(cid:2)on of our products, or employees who oversee independent advisors, brokerage ﬁrms and other third par(cid:2)es around the world involved in distribu(cid:2)ng our products, do not follow our compliance and supervisory procedures. In addi(cid:2)on, the distribu(cid:2)on of retail products, including through new channels whether directly or through market intermediaries, could expose us to allega(cid:2)ons of improper conduct and/or ac(cid:2)ons by state and federal regulators in the U.S. and regulators in jurisdic(cid:2)ons outside of the U.S. with respect to, among other things, product suitability, investor classiﬁca(cid:2)on, compliance with securi(cid:2)es laws, conﬂicts of interest and the adequacy of disclosure to customers to whom our products are distributed through those channels. As we expand the distribu(cid:2)on of products to retail investors outside of the U.S., we are increasingly exposed to risks in non-U.S. jurisdic(cid:2)ons. While these risks are similar to those that we face in the distribu(cid:2)on of products to retail investors in the U.S., securi(cid:2)es laws and other applicable regulatory regimes in many jurisdic(cid:2)ons, including the U.K. and the EEA, are extensive, complex, and vary by local jurisdic(cid:2)on. As a result, this expansion subjects us to addi(cid:2)onal li(cid:2)ga(cid:2)on and regulatory risk. 37 In addi(cid:2)on, our ini(cid:2)a(cid:2)ves to expand our retail investor base, including outside of the U.S., requires the investment of signiﬁcant (cid:2)me, eﬀort and resources, including the poten(cid:2)al hiring of addi(cid:2)onal personnel, the implementa(cid:2)on of new opera(cid:2)onal, compliance and other systems and processes and the development or implementa(cid:2)on of new technology. There is no assurance that our eﬀorts to grow our retail assets under management will be successful. Changes in U.S. and foreign taxa(cid:2)on of businesses and other tax laws, regula(cid:2)ons or trea(cid:2)es or an adverse interpreta(cid:2)on of these items by tax authori(cid:2)es could adversely aﬀect us, including by adversely impac(cid:2)ng our eﬀec(cid:2)ve tax rate and tax liability. Our eﬀec(cid:2)ve tax rate and tax liability is based on the applica(cid:2)on of current income tax laws, regula(cid:2)ons and trea(cid:2)es. These laws, regula(cid:2)ons and trea(cid:2)es are complex, and the manner which they apply to us and our funds is some(cid:2)mes open to interpreta(cid:2)on. Signiﬁcant management judgment is required in determining our provision for income taxes, our deferred tax assets and liabili(cid:2)es and any valua(cid:2)on allowance recorded against our net deferred tax assets. Although management believes its applica(cid:2)on of current laws, regula(cid:2)ons and trea(cid:2)es to be correct and sustainable upon examina(cid:2)on by the tax authori(cid:2)es, the tax authori(cid:2)es could challenge our interpreta(cid:2)on resul(cid:2)ng in addi(cid:2)onal tax liability or adjustment to our income tax provision that could increase our eﬀec(cid:2)ve tax rate. Regarding the impact of the Conversion on our income taxes, see “Part II. Item 8. Financial Statements and Supplementary Data — Note 15. Income Taxes.” A top legisla(cid:2)ve priority of the current administra(cid:2)on is signiﬁcant changes to U.S. tax laws. The House of Representa(cid:2)ves has recently passed legisla(cid:2)on that includes, among other changes, a corporate minimum tax and signiﬁcant modiﬁca(cid:2)ons to interna(cid:2)onal tax rules. If enacted, such changes could materially increase the amount of taxes we and/or certain of our por(cid:6)olio companies could be required to pay. In addi(cid:2)on, the U.S. Congress, the Organiza(cid:2)on for Economic Co-opera(cid:2)on and Development (“OECD”) and other government agencies in jurisdic(cid:2)ons in which we and our aﬃliates invest or do business have maintained a focus on issues related to the taxa(cid:2)on of mul(cid:2)na(cid:2)onal companies. The OECD, which represents a coali(cid:2)on of member countries, is contempla(cid:2)ng changes to numerous long- standing tax principles through its base erosion and proﬁt shi(cid:7)ing (“BEPS”) project, which is focused on a number of issues, including the shi(cid:7)ing of proﬁts between aﬃliated en(cid:2)(cid:2)es in diﬀerent tax jurisdic(cid:2)ons, interest deduc(cid:2)bility and eligibility for the beneﬁts of double tax trea(cid:2)es. The OECD also recently ﬁnalized guidelines that recommend certain mul(cid:2)na(cid:2)onal enterprises be subject to a minimum 15% tax rate, eﬀec(cid:2)ve from 2023. This minimum tax and several of the proposed measures are poten(cid:2)ally relevant to some of our structures and could have an adverse tax impact on our funds, investors and/or our por(cid:6)olio companies. Some member countries have been moving forward on the BEPS agenda but, because (cid:2)ming of implementa(cid:2)on and the speciﬁc measures adopted will vary among par(cid:2)cipa(cid:2)ng states, signiﬁcant uncertainty remains regarding the impact of BEPS proposals. If implemented, these proposals could result in a loss of tax treaty beneﬁts and increased taxes on income from our investments. Cybersecurity risks could result in the loss of data, interrup(cid:2)ons in our business, and damage to our reputa(cid:2)on, and subject us to regulatory ac(cid:2)ons, increased costs and ﬁnancial losses, each of which could have a material adverse eﬀect on our business and results of opera(cid:2)ons. Our opera(cid:2)ons are highly dependent on our technology pla(cid:6)orms and we rely heavily on our analy(cid:2)cal, ﬁnancial, accoun(cid:2)ng, communica(cid:2)ons and other data processing systems. Our systems face ongoing cybersecurity threats and a(cid:3)acks, which could result in the failure of such systems. A(cid:3)acks on our systems could involve, and in some instances have in the past involved, a(cid:3)empts intended to obtain unauthorized access to our proprietary informa(cid:2)on, destroy data or disable, degrade or sabotage our systems, or divert or otherwise steal funds, including 38 through the introduc(cid:2)on of computer viruses, “phishing” a(cid:3)empts and other forms of social engineering. Cybera(cid:3)acks and other security threats could originate from a wide variety of external sources, including cyber criminals, na(cid:2)on state hackers, hack(cid:2)vists and other outside par(cid:2)es. Cybera(cid:3)acks and other security threats could also originate from the malicious or accidental acts of insiders, such as employees. There has been an increase in the frequency and sophis(cid:2)ca(cid:2)on of the cyber and security threats we face, with a(cid:3)acks ranging from those common to businesses generally to those that are more advanced and persistent, which may target us because, as an alterna(cid:2)ve asset management ﬁrm, we hold a signiﬁcant amount of conﬁden(cid:2)al and sensi(cid:2)ve informa(cid:2)on about our investors, our por(cid:6)olio companies and poten(cid:2)al investments. As a result, we may face a heightened risk of a security breach or disrup(cid:2)on with respect to this informa(cid:2)on. There can be no assurance that measures we take to ensure the integrity of our systems will provide protec(cid:2)on, especially because cybera(cid:3)ack techniques used change frequently or are not recognized un(cid:2)l successful. If our systems are compromised, do not operate properly or are disabled, or we fail to provide the appropriate regulatory or other no(cid:2)ﬁca(cid:2)ons in a (cid:2)mely manner, we could suﬀer ﬁnancial loss, a disrup(cid:2)on of our businesses, liability to our investment funds and fund investors, regulatory interven(cid:2)on or reputa(cid:2)onal damage. The costs related to cyber or other security threats or disrup(cid:2)ons may not be fully insured or indemniﬁed by other means. In addi(cid:2)on, we could also suﬀer losses in connec(cid:2)on with updates to, or the failure to (cid:2)mely update, the technology pla(cid:6)orms on which we rely. We have become increasingly reliant on third party service providers for certain aspects of our business, including for the administra(cid:2)on of certain funds, as well as for certain technology pla(cid:6)orms, including cloud-based services. These third party service providers could also face ongoing cybersecurity threats and compromises of their systems and as a result, unauthorized individuals could gain, and in some past instances have gained, access to certain conﬁden(cid:2)al data. Cybersecurity has become a top priority for regulators around the world. Many jurisdic(cid:2)ons in which we operate have laws and regula(cid:2)ons rela(cid:2)ng to data privacy, cybersecurity and protec(cid:2)on of personal informa(cid:2)on, including, as examples the General Data Protec(cid:2)on Regula(cid:2)on (“GDPR”) in the European Union that went into eﬀect in May 2018 and the California Consumer Privacy Act (“CCPA”). See “— Rapidly developing and changing global privacy laws and regula(cid:2)ons could increase compliance costs and subject us to enforcement risks and reputa(cid:2)onal damage.” Some jurisdic(cid:2)ons have also enacted laws requiring companies to no(cid:2)fy individuals and government agencies of data security breaches involving certain types of personal data. Breaches in security, whether malicious in nature or through inadvertent transmi(cid:3)al or other loss of data, could poten(cid:2)ally jeopardize our, our employees’ or our fund investors’ or counterpar(cid:2)es’ conﬁden(cid:2)al, proprietary and other informa(cid:2)on processed and stored in, and transmi(cid:3)ed through, our computer systems and networks, or otherwise cause interrup(cid:2)ons or malfunc(cid:2)ons in our, our employees’, our fund investors’, our counterpar(cid:2)es’ or third par(cid:2)es’ business and opera(cid:2)ons, which could result in signiﬁcant ﬁnancial losses, increased costs, liability to our fund investors and other counterpar(cid:2)es, regulatory interven(cid:2)on and reputa(cid:2)onal damage. Furthermore, if we fail to comply with the relevant laws and regula(cid:2)ons or fail to provide the appropriate regulatory or other no(cid:2)ﬁca(cid:2)ons of breach in a (cid:2)mely ma(cid:3)er, it could result in regulatory inves(cid:2)ga(cid:2)ons and penal(cid:2)es, which could lead to nega(cid:2)ve publicity and reputa(cid:2)onal harm and may cause our fund investors and clients to lose conﬁdence in the eﬀec(cid:2)veness of our security measures. Our por(cid:6)olio companies also rely on data processing systems and the secure processing, storage and transmission of informa(cid:2)on, including payment and health informa(cid:2)on. A disrup(cid:2)on or compromise of these systems could have a material adverse eﬀect on the value of these businesses. Our funds may invest in strategic assets having a na(cid:2)onal or regional proﬁle or in infrastructure, the nature of which could expose them to a greater risk of being subject to a terrorist a(cid:3)ack or security breach than other assets or businesses. Such an event may have material adverse consequences on our investment or assets of the same type or may require por(cid:6)olio companies to increase preventa(cid:2)ve security measures or expand insurance coverage. 39 Finally, our and our por(cid:6)olio companies’ technology pla(cid:6)orms, data and intellectual property are also subject to a heightened risk of the(cid:7) or compromise to the extent we or our por(cid:6)olio companies engage in opera(cid:2)ons outside the United States, in par(cid:2)cular in those jurisdic(cid:2)ons that do not have comparable levels of protec(cid:2)on of proprietary informa(cid:2)on and assets such as intellectual property, trademarks, trade secrets, know-how and customer informa(cid:2)on and records. In addi(cid:2)on, we and our por(cid:6)olio companies may be required to compromise protec(cid:2)ons or forego rights to technology, data and intellectual property in order to operate in or access markets in a foreign jurisdic(cid:2)on. Any such direct or indirect compromise of these assets could have a material adverse impact on us and our por(cid:6)olio companies. Rapidly developing and changing global privacy laws and regula(cid:2)ons could increase compliance costs and subject us to enforcement risks and reputa(cid:2)onal damage. We and our por(cid:6)olio companies are subject to various risks and costs associated with the collec(cid:2)on, processing, storage and transmission of personally iden(cid:2)ﬁable informa(cid:2)on (“PII”) and other sensi(cid:2)ve and conﬁden(cid:2)al informa(cid:2)on. This data is wide ranging and relates to our investors, employees, contractors and other counterpar(cid:2)es and third par(cid:2)es. Our compliance obliga(cid:2)ons include those rela(cid:2)ng to U.S. laws and regula(cid:2)ons, including, without limita(cid:2)on, the CCPA, which provides for enhanced consumer protec(cid:2)ons for California residents, a private right of ac(cid:2)on for data breaches and statutory ﬁnes and damages for data breaches or other CCPA viola(cid:2)ons, as well as a requirement of “reasonable” cybersecurity. Our compliance obliga(cid:2)ons also include those rela(cid:2)ng to foreign data collec(cid:2)on and privacy laws, including, for example, the GDPR and U.K. Data Protec(cid:2)on Act, as well as laws in many other jurisdic(cid:2)ons globally, including Switzerland, Japan, Hong Kong, Singapore, China, Australia and Brazil. Global laws in this area are rapidly increasing in the scale and depth of their requirements, and are also o(cid:7)en extra-territorial in nature. In addi(cid:2)on, a wide range of regulators and private actors are seeking to enforce these laws across regions and borders. Furthermore, we frequently have privacy compliance requirements as a result of our contractual obliga(cid:2)ons with counterpar(cid:2)es. These legal, regulatory and contractual obliga(cid:2)ons heighten our privacy obliga(cid:2)ons in the ordinary course of conduc(cid:2)ng our business in the U.S. and interna(cid:2)onally. While we have taken various measures and made signiﬁcant eﬀorts and investment to ensure that our policies, processes and systems are both robust and compliant with these obliga(cid:2)ons, our poten(cid:2)al liability remains, par(cid:2)cularly given the con(cid:2)nued and rapid development of privacy laws and regula(cid:2)ons around the world, and increased criminal and civil enforcement ac(cid:2)ons and private li(cid:2)ga(cid:2)on. Any inability, or perceived inability, by us or our por(cid:6)olio companies to adequately address privacy concerns, or comply with applicable laws, regula(cid:2)ons, policies, industry standards and guidance, contractual obliga(cid:2)ons, or other legal obliga(cid:2)ons, even if unfounded, could result in signiﬁcant regulatory and third party liability, increased costs, disrup(cid:2)on of our and our por(cid:6)olio companies’ business and opera(cid:2)ons, and a loss of client (including investor) conﬁdence and other reputa(cid:2)onal damage. Furthermore, as new privacy- related laws and regula(cid:2)ons are implemented, the (cid:2)me and resources needed for us and our por(cid:6)olio companies to comply with such laws and regula(cid:2)ons con(cid:2)nues to increase and become a signiﬁcant compliance workstream. Our opera(cid:2)ons are highly dependent on the technology pla(cid:5)orms and corresponding infrastructure that supports our business. A disaster or a disrup(cid:2)on in the infrastructure that supports our businesses, as a result of a cybersecurity incident or otherwise, including a disrup(cid:2)on involving electronic communica(cid:2)ons or other services used by us or third par(cid:2)es with whom we conduct business, or directly aﬀec(cid:2)ng our cloud services providers, could have a material adverse impact on our ability to con(cid:2)nue to operate our business without interrup(cid:2)on. Our disaster recovery and business con(cid:2)nuity programs may not be suﬃcient to mi(cid:2)gate the harm that may result from such a disaster or disrup(cid:2)on. In addi(cid:2)on, insurance and other safeguards might only par(cid:2)ally reimburse us for our losses, if at all. 40 We have become increasingly reliant on third party service providers for certain aspects of our business, including for the administra(cid:2)on of certain funds, as well as for certain technology pla(cid:6)orms, including cloud-based services. We have increasingly shi(cid:7)ed away from a reliance on physical technology infrastructure located at our headquarters in New York City toward reliance on cloud-based infrastructure provided by third par(cid:2)es for the con(cid:2)nued opera(cid:2)on of our business. In addi(cid:2)on to the fact that these third-party service providers could also face ongoing cyber security threats and compromises of their systems, we generally have less control over the delivery of such third party services, and as a result, we may face disrup(cid:2)ons to our ability to operate a business as a result of interrup(cid:2)ons of such services. A prolonged global failure of cloud services provided by a variety of cloud services providers that we engage could result in cascading systems failures for us. In addi(cid:2)on, any interrup(cid:2)on or deteriora(cid:2)on in the performance of these third par(cid:2)es or failures or compromises of their informa(cid:2)on systems and technology could impair the opera(cid:2)ons of us and our funds and adversely aﬀect our reputa(cid:2)on and businesses. In addi(cid:2)on, our opera(cid:2)ons are highly dependent on our technology pla(cid:6)orms and we rely heavily on our analy(cid:2)cal, ﬁnancial, accoun(cid:2)ng, communica(cid:2)ons and other data processing systems, each of which may require updates and enhancements as we grow our business. Our informa(cid:2)on systems and technology may not con(cid:2)nue to be able to accommodate our growth, and the cost of maintaining such systems may increase from its current level. Such a failure to adapt to or accommodate growth, or an increase in costs related to such informa(cid:2)on systems, could have a material adverse eﬀect on us. An extended period of remote working by our employees, such as that experienced during the COVID-19 pandemic, could introduce opera(cid:2)onal risks, including heightened cybersecurity risk. See “— Cybersecurity risks could result in the loss of data, interrup(cid:2)ons in our business, and damage to our reputa(cid:2)on, and subject us to regulatory ac(cid:2)ons, increased costs and ﬁnancial losses, each of which could have a material adverse eﬀect on our business and results of opera(cid:2)ons” and “— Rapidly developing and changing global privacy laws and regula(cid:2)ons could increase compliance costs and subject us to enforcement risks and reputa(cid:2)onal damage.” Extensive regula(cid:2)on of our businesses aﬀects our ac(cid:2)vi(cid:2)es and creates the poten(cid:2)al for signiﬁcant liabili(cid:2)es and penal(cid:2)es. The possibility of increased regulatory focus, par(cid:2)cularly given the current administra(cid:2)on, could result in addi(cid:2)onal burdens on our business. Our business is subject to extensive regula(cid:2)on, including periodic examina(cid:2)ons, by governmental agencies and self-regulatory organiza(cid:2)ons in the jurisdic(cid:2)ons in which we operate around the world. These authori(cid:2)es have regulatory powers dealing with many aspects of ﬁnancial services, including the authority to grant, and in speciﬁc circumstances to cancel, permissions to carry on par(cid:2)cular ac(cid:2)vi(cid:2)es. Many of these regulators, including U.S. and foreign government agencies and self-regulatory organiza(cid:2)ons, as well as state securi(cid:2)es commissions in the United States, are also empowered to conduct examina(cid:2)ons, inves(cid:2)ga(cid:2)ons and administra(cid:2)ve proceedings that can result in ﬁnes, suspensions of personnel, changes in policies, procedures or disclosure or other sanc(cid:2)ons, including censure, the issuance of cease-and-desist orders, the suspension or expulsion of a broker-dealer or investment adviser from registra(cid:2)on or memberships or the commencement of a civil or criminal lawsuit against us or our personnel. The ﬁnancial services industry in recent years has been the subject of heightened scru(cid:2)ny, which is expected to con(cid:2)nue to increase, and the SEC has speciﬁcally focused on private equity and the private funds industry. In that connec(cid:2)on, in recent years the SEC’s stated examina(cid:2)on priori(cid:2)es and published observa(cid:2)ons from examina(cid:2)ons have included, among other things, private equity ﬁrms’ collec(cid:2)on of fees and alloca(cid:2)on of expenses, their marke(cid:2)ng and valua(cid:2)on prac(cid:2)ces, alloca(cid:2)on of investment opportuni(cid:2)es, terms agreed in side le(cid:3)ers and similar arrangements with investors, consistency of ﬁrms’ prac(cid:2)ces with disclosures, handling of material non-public informa(cid:2)on and insider trading, purported waivers or limita(cid:2)ons of ﬁduciary du(cid:2)es and the existence of, and adherence to, policies and procedures with respect to conﬂicts of interest. Recent statements by SEC staﬀ, have reiterated a focus on certain of these topics and on bolstering transparency in the private funds industry, including with respect to fees earned and expenses charged by advisers. 41 In February 2022, the SEC voted to propose new rules and amendments to exis(cid:2)ng rules under the Advisers Act speciﬁcally related to registered advisers and their ac(cid:2)vi(cid:2)es with respect to private funds. If enacted, the proposed rules and amendments could have a signiﬁcant impact on advisers to private funds, including our advisers. In par(cid:2)cular, the SEC has proposed to limit circumstances in which a fund manager can be indemniﬁed by a private fund; increase repor(cid:2)ng requirements by private funds to investors concerning performance, fees and expenses; require registered advisers to obtain an annual audit for private funds and also require such fund’s auditor to no(cid:2)fy the SEC upon the occurrence of certain material events; enhance requirements, including the need to obtain a fairness opinion and make certain disclosures, in connec(cid:2)on with adviser-led secondary transac(cid:2)ons (also known as general partner-led secondaries); prohibit advisers from engaging in certain prac(cid:2)ces, such as, without limita(cid:2)on, charging accelerated fees for unperformed services or fees and expenses associated with an examina(cid:2)on to private fund clients; and impose limita(cid:2)ons and new disclosure requirements regarding preferen(cid:2)al treatment of investors in private funds in side le(cid:3)ers or other arrangements with an adviser. Amendments to the exis(cid:2)ng books and records and compliance rules under the Advisers Act would complement new proposals and also require that all registered advisers document their annual compliance review in wri(cid:2)ng. The SEC has also recently proposed amendments to Rule 10b5-1 and has included in its regulatory agenda poten(cid:2)al rulemaking on climate change disclosures and corporate diversity. If adopted, including with modiﬁca(cid:2)ons, these new rules could signiﬁcantly impact certain of our advisers and their opera(cid:2)ons, including by increasing compliance burdens and associated regulatory costs and complexity and reducing the ability to receive certain expense reimbursements or indemniﬁca(cid:2)on in certain circumstances. In addi(cid:2)on, these poten(cid:2)al rules enhance the risk of regulatory ac(cid:2)on, which could adversely impact our reputa(cid:2)on and our fundraising eﬀorts, including as a result of public regulatory sanc(cid:2)ons. We regularly are subject to requests for informa(cid:2)on and informal or formal inves(cid:2)ga(cid:2)ons by the SEC and other regulatory authori(cid:2)es, with which we rou(cid:2)nely cooperate, and which have included review of historical prac(cid:2)ces that were previously examined. Such inves(cid:2)ga(cid:2)ons have previously and may in the future result in penal(cid:2)es and other sanc(cid:2)ons. SEC ac(cid:2)ons and ini(cid:2)a(cid:2)ves can have an adverse eﬀect on our ﬁnancial results, including as a result of the imposi(cid:2)on of a sanc(cid:2)on, a limita(cid:2)on on our or our personnel’s ac(cid:2)vi(cid:2)es, or changing our historic prac(cid:2)ces. Even if an inves(cid:2)ga(cid:2)on or proceeding did not result in a sanc(cid:2)on, or the sanc(cid:2)on imposed against us or our personnel by a regulator were small in monetary amount, the adverse publicity rela(cid:2)ng to the inves(cid:2)ga(cid:2)on, proceeding or imposi(cid:2)on of these sanc(cid:2)ons could harm our reputa(cid:2)on and cause us to lose exis(cid:2)ng clients or fail to gain new clients. In addi(cid:2)on, certain states and other regulatory authori(cid:2)es have required investment managers to register as lobbyists, and we have registered as such in a number of jurisdic(cid:2)ons. Other states or municipali(cid:2)es may consider similar legisla(cid:2)on or adopt regula(cid:2)ons or procedures with similar eﬀect. These registra(cid:2)on requirements impose signiﬁcant compliance obliga(cid:2)ons on registered lobbyists and their employers, which may include annual registra(cid:2)on fees, periodic disclosure reports and internal recordkeeping. We are subject to increasing scru(cid:2)ny from regulators and certain investors with respect to the environmental, social and governance impact of investments made by our funds, which may adversely impact our ability to raise capital from certain investors and constrain capital deployment opportuni(cid:2)es for our funds. There has been increasing recogni(cid:2)on among the U.S. and global corporate community of the importance of ESG. With respect to the alterna(cid:2)ve asset management industry, in recent years, certain investors, including public pension funds, have placed increasing importance on the nega(cid:2)ve impacts of investments made by the private equity and other funds to which they commit capital, including with respect to climate change, among other aspects of ESG. Certain investors have also demonstrated increased ac(cid:2)vism with respect to exis(cid:2)ng investments, including by urging asset managers to take certain ac(cid:2)ons that could adversely impact the value of an investment, or refrain from taking certain ac(cid:2)ons that could improve the value of an investment. At (cid:2)mes, investors have condi(cid:2)oned future capital commitments on the taking or refraining from taking of such ac(cid:2)ons. Increased focus and ac(cid:2)vism related to ESG and similar ma(cid:3)ers may constrain our capital deployment opportuni(cid:2)es. Similarly, the 42 demands of certain investors, including public pension funds, may limit the types of investment opportuni(cid:2)es that are available to our funds, including in certain sectors, such as hydrocarbons. In addi(cid:2)on, investors, including public pension funds, which represent a signiﬁcant por(cid:2)on of our funds’ investor bases, may decide to withdraw previously commi(cid:3)ed capital from our funds (where such withdrawal is permi(cid:3)ed) or to not commit capital to future fundraises as a result of their assessment of our approach to and considera(cid:2)on of the social cost of investments made by our funds or their assessment that our funds are insuﬃciently ambi(cid:2)ous in alloca(cid:2)ng capital in ways that align with such investors’ ESG priori(cid:2)es. As part of their increased focus on the alloca(cid:2)on of their capital to environmentally sustainable economic ac(cid:2)vi(cid:2)es, certain investors also have begun to request or require data from their asset managers to allow them to monitor the environmental impact of their investments. In addi(cid:2)on, regulatory ini(cid:2)a(cid:2)ves to require investors to make disclosures to their stakeholders regarding ESG ma(cid:3)ers are becoming increasingly common, which may further increase the number and type of investors who place importance on these issues and who demand certain types of repor(cid:2)ng from us. This may impair our ability to access capital from certain investors, including public pension funds and European investors, and we may in turn not be able to maintain or increase the size of our funds or raise suﬃcient capital for new funds, which may adversely impact our revenues. In addi(cid:2)on, there has been increased regulatory focus on ESG-related prac(cid:2)ces by investment managers. For example, in 2021 the SEC included on its rulemaking agenda mul(cid:2)ple items related to ESG, including ESG-related requirements for investment managers. In addi(cid:2)on, the SEC has focused on the labeling by investment funds of their ac(cid:2)vi(cid:2)es or investments as “sustainable” and has examined the methodology used by funds for determining ESG investments, with a focus on whether such labeling is misleading. There is also generally a higher likelihood of regulatory focus on ESG ma(cid:3)ers under the current administra(cid:2)on, including in the context of examina(cid:2)ons by regulators and poten(cid:2)al enforcement ac(cid:2)ons. Outside of the U.S., the European Commission adopted an ac(cid:2)on plan on ﬁnancing sustainable growth, as well as ini(cid:2)a(cid:2)ves at the EU level, such as the EU Sustainable Finance Disclosure Regula(cid:2)on (“SFDR”). See “— Financial regulatory changes in the United States could adversely aﬀect our business” and “— Complex regulatory regimes and poten(cid:2)al regulatory changes in jurisdic(cid:2)ons outside the United States could adversely aﬀect our business.” Compliance with the SFDR and other ESG-related rules may subject us, our funds and our por(cid:6)olio companies to increased restric(cid:2)ons, disclosure obliga(cid:2)ons and compliance and other associated costs, as well as poten(cid:2)al reputa(cid:2)onal harm. In addi(cid:2)on, under the requirements of SFDR and other ESG-related regula(cid:2)ons to which we may become subject, we may be required to classify certain of our funds and their por(cid:6)olio companies against certain criteria, some of which can be open to subjec(cid:2)ve interpreta(cid:2)on. Our view on the appropriate classiﬁca(cid:2)on may develop over (cid:2)me, including in response to statutory or regulatory guidance or changes in industry approach to classiﬁca(cid:2)on. If regulators disagree with the procedures or standards we use, or new regula(cid:2)ons or legisla(cid:2)on require a methodology of measuring or disclosing ESG impact that is diﬀerent from our current prac(cid:2)ce, it could have a material adverse eﬀect on fundraising eﬀorts and our reputa(cid:2)on. A growing interest on the part of investors and regulators in ESG factors and increased demand for, and scru(cid:2)ny of, ESG-related disclosures by asset managers, has likewise increased the risk that we could be perceived as, or accused of, making inaccurate or misleading statements regarding the investment strategies of our funds or our and our funds’ ESG eﬀorts or ini(cid:2)a(cid:2)ves, o(cid:7)en referred to as “greenwashing.” Such percep(cid:2)on or accusa(cid:2)on could damage our reputa(cid:2)on, result in li(cid:2)ga(cid:2)on or regulatory ac(cid:2)ons, and adversely impact our ability to raise capital and a(cid:3)ract new investors. Financial regulatory changes in the United States could adversely aﬀect our business. The ﬁnancial services industry con(cid:2)nues to be the subject of heightened regulatory scru(cid:2)ny in the United States. There has been ac(cid:2)ve debate over the appropriate extent of regula(cid:2)on and oversight of private investment funds and their managers. We may be adversely aﬀected as a result of new or revised regula(cid:2)ons imposed by the SEC or other U.S. governmental regulatory authori(cid:2)es or self- regulatory organiza(cid:2)ons that supervise the ﬁnancial markets. We also may be adversely aﬀected by changes in the interpreta(cid:2)on or enforcement of exis(cid:2)ng laws and 43 regula(cid:2)ons by these governmental authori(cid:2)es and self-regulatory organiza(cid:2)ons. Further, new regula(cid:2)ons or interpreta(cid:2)ons of exis(cid:2)ng laws may result in enhanced disclosure obliga(cid:2)ons, including with respect to climate change or ESG ma(cid:3)ers, which could nega(cid:2)vely aﬀect us or our por(cid:6)olio companies and materially increase our regulatory burden. For example, in January 2022 the SEC proposed changes to Form PF, a conﬁden(cid:2)al form rela(cid:2)ng to repor(cid:2)ng by private funds and intended to be used by the FSOC for systemic risk oversight purposes. The proposal, which represents an expansion of exis(cid:2)ng repor(cid:2)ng obliga(cid:2)ons, if adopted, would require private fund managers, including us, to report to the SEC within one business day the occurrence of certain fund-related and por(cid:6)olio company events. Increased regula(cid:2)ons and disclosure obliga(cid:2)ons generally increase our costs, and we could con(cid:2)nue to experience higher costs if new laws or disclosure obliga(cid:2)ons require us to spend more (cid:2)me, hire addi(cid:2)onal personnel, or buy new technology to comply eﬀec(cid:2)vely. The Dodd-Frank Wall Street Reform and Consumer Protec(cid:2)on Act (the “Dodd-Frank Act”), enacted in July 2010, imposed signiﬁcant changes on almost every aspect of the U.S. ﬁnancial services industry, including aspects of our business, which include, without limita(cid:2)on, protec(cid:2)on and compensa(cid:2)on of whistleblowers, credit risk reten(cid:2)on rules for certain sponsors of asset-backed securi(cid:2)es, strengthening the oversight and supervision of the OTC deriva(cid:2)ves and securi(cid:2)es markets, as well as crea(cid:2)ng the Financial Stability Oversight Counsel (“FSOC”), an interagency body charged with iden(cid:2)fying and monitoring systemic risk to ﬁnancial markets. Under the Dodd-Frank Act, whistleblowers who voluntarily provide original informa(cid:2)on to the SEC can receive compensa(cid:2)on and protec(cid:2)on. The Dodd-Frank Act established a fund to be used to pay whistleblowers who will be en(cid:2)tled to receive a payment equal to between 10% and 30% of certain monetary sanc(cid:2)ons imposed in a successful government ac(cid:2)on resul(cid:2)ng from the informa(cid:2)on provided by the whistleblower. According to a recent annual report to the U.S. Congress on the Dodd-Frank Whistleblower Program, whistleblower claims have increased signiﬁcantly since the enactment of these provisions and in 2021 the SEC awarded approximately $564 million to 108 individuals — both the largest dollar amount and the largest number of individuals awarded in a single year. Addressing such claims could generate signiﬁcant expenses and take up signiﬁcant management (cid:2)me for us and our por(cid:6)olio companies, even if such claims are frivolous or without merit. The Dodd-Frank Act also authorized federal regulatory agencies to review and, in certain cases, prohibit compensa(cid:2)on arrangements at ﬁnancial ins(cid:2)tu(cid:2)ons that give employees incen(cid:2)ves to engage in conduct deemed to encourage inappropriate risk taking by covered ﬁnancial ins(cid:2)tu(cid:2)ons. In 2016, the SEC re-proposed a rule, as part of a joint rulemaking eﬀort with U.S. federal banking regulators that would apply to “covered ﬁnancial ins(cid:2)tu(cid:2)ons,” including registered investment advisers and broker-dealers that have total consolidated assets of at least $1 billion, and would impose substan(cid:2)ve and procedural requirements on incen(cid:2)ve-based compensa(cid:2)on arrangements. While this proposed rule was never adopted, the current administra(cid:2)on has included re-proposal of this rule on its regulatory agenda. If eﬀorts are revived to ﬁnalize the rule under the current administra(cid:2)on the applica(cid:2)on of this rule to us could limit our ability to recruit and retain senior managing directors and investment professionals. Rule 206(4)-5 under the Advisers Act prohibits investment advisers from providing advisory services for compensa(cid:2)on to a government plan investor for two years, subject to limited excep(cid:2)ons, a(cid:7)er the investment adviser, its senior execu(cid:2)ves or its personnel involved in solici(cid:2)ng investments from government en(cid:2)(cid:2)es make poli(cid:2)cal contribu(cid:2)ons to certain candidates and oﬃcials in posi(cid:2)on to inﬂuence the hiring of an investment adviser by such government client. Advisers are required to implement compliance policies designed, among other ma(cid:3)ers, to comply with this rule. Any failure on our part to comply with the rule could expose us to signiﬁcant penal(cid:2)es and reputa(cid:2)onal damage. In addi(cid:2)on, there have been similar rules on a state level regarding “pay to play” prac(cid:2)ces by investment advisers. In June 2020, the SEC adopted a package of rulemakings and interpreta(cid:2)ons that address the standards of conduct and disclosure obliga(cid:2)ons applicable to investment advisers and broker-dealers. Among other things, the SEC published an interpreta(cid:2)on of the standard of conduct for investment advisers, and adopted “Regula(cid:2)on Best Interest,” which is designed to enhance the exis(cid:2)ng standard of conduct for broker-dealers and natural persons 44 who are associated persons of a broker-dealer when recommending to a retail customer any securi(cid:2)es transac(cid:2)on or investment strategy involving securi(cid:2)es. Regula(cid:2)on Best Interest imposes a “best interest” standard of care for broker-dealers and requires them to evaluate available alterna(cid:2)ves, including, if available, alterna(cid:2)ves that may have lower expenses and/or lower investment risk than our investment funds. The impact of Regula(cid:2)on Best Interest on broker-dealers par(cid:2)cipa(cid:2)ng in the oﬀering of our investment funds cannot be determined at this (cid:2)me, but it may nega(cid:2)vely impact whether broker-dealers and their associated persons are willing to recommend investment products, including our investment funds, to retail customers. As such, Regula(cid:2)on Best Interest may reduce the ability of our investment funds to raise capital, which would adversely aﬀect our business and results of opera(cid:2)ons. In addi(cid:2)on, several states have taken ac(cid:2)ons to impose new conduct standards for investment advisers and broker-dealers opera(cid:2)ng in these states. These state conduct standards and any other proposed state laws or regula(cid:2)ons may result in addi(cid:2)onal requirements related to our business. Further, in December 2020, the U.S. Department of Labor (“DOL”) issued a new ﬁnal prohibited transac(cid:2)on class exemp(cid:2)on (the “Exemp(cid:2)on”) for investment advice ﬁduciaries that is intended to align with Regula(cid:2)on Best Interest. However, under the current administra(cid:2)on, the DOL’s Exemp(cid:2)on has been frozen, and the DOL, and possibly the SEC, may revisit the Exemp(cid:2)on and Regula(cid:2)on Best Interest and may impose addi(cid:2)onal regulatory burdens. Depending on how Regula(cid:2)on Best Interest and the associated rulemakings are implemented and interpreted and whether the DOL or the various states impose any addi(cid:2)onal rules governing the conduct of investment advisers and broker-dealers, any such rules or regula(cid:2)ons could have an adverse eﬀect on the distribu(cid:2)on of our products to certain investors. Any changes in the regulatory framework applicable to our business, including the changes described above, may impose addi(cid:2)onal compliance and other costs, increase regulatory inves(cid:2)ga(cid:2)ons of the investment ac(cid:2)vi(cid:2)es of our funds, require the a(cid:3)en(cid:2)on of our senior management, aﬀect the manner in which we conduct our business and adversely aﬀect our proﬁtability. The full extent of the impact on us of the Dodd-Frank Act or any other new laws, regula(cid:2)ons or ini(cid:2)a(cid:2)ves that may be proposed, including by the current administra(cid:2)on, is impossible to determine. The poten(cid:2)al for governmental policy and/or legisla(cid:2)ve changes and regulatory reform by the current administra(cid:2)on and Congress may create regulatory uncertainty for our investment strategies, may make it more diﬃcult to operate our business, and may adversely aﬀect the proﬁtability of our funds’ por(cid:5)olio companies. Governmental policy and/or legisla(cid:2)ve changes and regulatory reform could make it more diﬃcult for us to operate our business, including by impeding fundraising, making certain equity or credit investments or investment strategies una(cid:3)rac(cid:2)ve or less proﬁtable. In addi(cid:2)on, our ability to iden(cid:2)fy business and other risks associated with new investments depends in part on our ability to an(cid:2)cipate and accurately assess regulatory, legisla(cid:2)ve and other changes that may have a material impact on the businesses in which we choose to invest. We may face par(cid:2)cular diﬃculty an(cid:2)cipa(cid:2)ng policy changes and reforms during periods of heightened par(cid:2)sanship at the federal, state and local levels, including due to the divisiveness surrounding populist movements, poli(cid:2)cal disputes and socioeconomic issues. The failure to accurately an(cid:2)cipate the possible outcome of such changes and/or reforms could have a material adverse eﬀect on the returns generated from our funds’ investments and our revenues. In addi(cid:2)on, the change in administra(cid:2)on has led and will con(cid:2)nue to lead to leadership changes at a number of U.S. federal regulatory agencies with oversight over the U.S. ﬁnancial services industry. This poses uncertainty with respect to such agencies’ policy priori(cid:2)es and may lead to increased regulatory enforcement ac(cid:2)vity in the ﬁnancial services industry. Leadership and policy changes could also aﬀect various industries in which our por(cid:6)olio companies operate, including healthcare, energy and consumer ﬁnance. Although there is a substan(cid:2)al lack of clarity regarding the likelihood, (cid:2)ming and details of poten(cid:2)al changes or reforms by the current administra(cid:2)on and Democrat controlled U.S. Congress, such changes or reforms may impose addi(cid:2)onal costs on the companies in which we have invested or choose to invest in the future, require the a(cid:3)en(cid:2)on of senior management or result in limita(cid:2)ons on the manner in which the companies in which we have invested or choose to invest in the future conduct business. Such changes or reforms may include, without limita(cid:2)on: 45 • In July 2019, proposed legisla(cid:2)on was introduced into the U.S. Congress that contains a number of provisions that, if they were to become law, would adversely impact alterna(cid:2)ve asset management ﬁrms. Among other things, the bill would: poten(cid:2)ally expose private funds and certain holders of economic interests therein to the liabili(cid:2)es of por(cid:6)olio companies, require private funds to oﬀer iden(cid:2)cal terms and beneﬁts to all limited partners, require disclosure of names of each limited partner invested in a private fund, as well as sensi(cid:2)ve fund-and por(cid:6)olio company-level informa(cid:2)on, impose a limita(cid:2)on on the deduc(cid:2)bility of interest expense only applicable to companies owned by private funds, modify se(cid:3)led bankruptcy law to target transac(cid:2)ons by private equity funds, increase tax rates on carried interest, and prohibit por(cid:6)olio companies from paying dividends or repurchasing their shares during the ﬁrst two years following the acquisi(cid:2)on of the por(cid:6)olio company. If the proposed bill, or other similar legisla(cid:2)on, were to become law under the current administra(cid:2)on and Democrat controlled U.S. Congress, it would adversely aﬀect us, our por(cid:6)olio companies and our investors. • There has been recurring considera(cid:2)on amongst regulators and intergovernmental ins(cid:2)tu(cid:2)ons regarding the role of nonbank ins(cid:2)tu(cid:2)ons in providing credit and, par(cid:2)cularly, so-called “shadow banking,” a term generally taken to refer to credit intermedia(cid:2)on involving en(cid:2)(cid:2)es and ac(cid:2)vi(cid:2)es outside the regulated banking system. Federal regulators, such as the Board of Governors of the Federal Reserve System (“Federal Reserve Board”), and interna(cid:2)onal organiza(cid:2)ons, such as the Financial Stability Board, are studying risks associated with nonbank lending. At this (cid:2)me, it is too early to assess whether any rules or regula(cid:2)ons will be proposed or to what extent any ﬁnalized rules or regula(cid:2)ons will have on the nonbank lending market. If nonbank lending became subject to similar regula(cid:2)ons or oversight as tradi(cid:2)onal banks, our nonbank lending business would be adversely aﬀected and the regulatory burden would be materially greater, which could adversely impact the implementa(cid:2)on of our investment strategy and our returns. • • • In the United States, the FSOC has the authority to designate nonbank ﬁnancial companies as systemically important ﬁnancial ins(cid:2)tu(cid:2)ons (“SIFIs”). Currently, there are no nonbank ﬁnancial companies with a SIFI designa(cid:2)on. The FSOC has, however, designated certain nonbank ﬁnancial companies as SIFIs in the past, and addi(cid:2)onal nonbank ﬁnancial companies, which may include large asset management companies such as us, may be designated as SIFIs in the future. The FSOC’s most recent statements and ac(cid:2)ons generally indicate that it is focused on products and ac(cid:2)vi(cid:2)es, rather than designa(cid:2)on of en(cid:2)(cid:2)es, in its review of nonbank ﬁnancial companies for poten(cid:2)al SIFI designa(cid:2)on, and has reviewed the asset management industry in par(cid:2)cular. In December 2019, the FSOC issued ﬁnal guidance regarding procedures for designa(cid:2)ng nonbank ﬁnancial companies as SIFIs, which included shi(cid:7)ing from an “en(cid:2)ty-based” approach to an “ac(cid:2)vi(cid:2)es-based” approach whereby the FSOC will primarily focus on regula(cid:2)ng ac(cid:2)vi(cid:2)es that pose systemic risk to the ﬁnancial stability of the United States, rather than designa(cid:2)ons of individual ﬁrms. Future reviews by the FSOC of nonbank ﬁnancial companies for designa(cid:2)on as SIFIs may focus on other types of products and ac(cid:2)vi(cid:2)es, such as nonbank lending ac(cid:2)vi(cid:2)es conducted by certain of our businesses. If we were designated as a SIFI, including as a result of our asset management or nonbank lending ac(cid:2)vi(cid:2)es, we could become subject to direct supervision by the Federal Reserve Board, and could become subject to enhanced pruden(cid:2)al, capital, supervisory and other requirements, such as risk-based capital requirements, leverage limits, liquidity requirements, resolu(cid:2)on plan and credit exposure report requirements, concentra(cid:2)on limits, a con(cid:2)ngent capital requirement, enhanced public disclosures, short-term debt limits and overall risk management requirements. Requirements such as these, which were designed to regulate banking ins(cid:2)tu(cid:2)ons, would likely need to be modiﬁed to be applicable to an asset manager, although no proposals have been made indica(cid:2)ng how such measures would be adapted for asset managers. 2020 and 2021 saw a marked increase in the use of SPAC oﬀerings and transac(cid:2)ons, including by certain of our funds to create exit opportuni(cid:2)es for our por(cid:6)olio companies in lieu of a tradi(cid:2)onal IPO. SPAC transac(cid:2)ons are currently exempt from rules adopted by the SEC to protect investors from blank check 46 companies, such as Rule 419 under the Securi(cid:2)es Act. Addi(cid:2)onally, the safe harbor for forward-looking statements under the Private Securi(cid:2)es Li(cid:2)ga(cid:2)on Reform Act that generally applies to statements made by SEC registrants expressly does not apply to statements “made in connec(cid:2)on with ini(cid:2)al public oﬀering[s],” but the same constraints do not currently apply to de-SPAC transac(cid:2)ons. However, the current administra(cid:2)on has included increased regula(cid:2)on of SPACs on its regulatory agenda, and it is expected that the SEC may modify exis(cid:2)ng regula(cid:2)ons or adopt new rules rela(cid:2)ng to SPAC transac(cid:2)ons, which could impact our ability to use SPAC transac(cid:2)ons as a means to exit investments. Ongoing trade nego(cid:2)a(cid:2)ons and related government ac(cid:2)ons may create regulatory uncertainty for our por(cid:5)olio companies and our investment strategies and adversely aﬀect the proﬁtability of our por(cid:5)olio companies. In recent years, the U.S. government has indicated its intent to alter its approach to interna(cid:2)onal trade policy and in some cases to renego(cid:2)ate, or poten(cid:2)ally terminate, certain exis(cid:2)ng bilateral or mul(cid:2)-lateral trade agreements and trea(cid:2)es with foreign countries, and has made proposals and taken ac(cid:2)ons related thereto. For example, the U.S. government recently imposed tariﬀs on certain foreign goods, including from China, such as steel and aluminum, and has indicated a willingness to impose tariﬀs on imports of other products. Some foreign governments, including China, have ins(cid:2)tuted retaliatory tariﬀs on certain U.S. goods and have indicated a willingness to impose addi(cid:2)onal tariﬀs on U.S. products. While the U.S. and China have signed a preliminary trade agreement in January 2020 hal(cid:2)ng further tariﬀs and increasing sales of U.S. goods to China, the agreement leaves in place most tariﬀs on Chinese goods. The ﬁnal outcome of the nego(cid:2)a(cid:2)ons and agreements is not possible to predict, par(cid:2)cularly as a result of the change in administra(cid:2)on in the U.S. Furthermore, in 2020 and 2021 the U.S. implemented or expanded a number of economic sanc(cid:2)ons programs and export controls that speciﬁcally targeted Chinese en(cid:2)(cid:2)es and na(cid:2)onals on na(cid:2)onal security grounds, including, for example, with respect to China’s response to poli(cid:2)cal demonstra(cid:2)ons in Hong Kong and China’s conduct concerning the treatment of Uighurs and other ethnic minori(cid:2)es in its Xinjiang province. China has responded by imposing sanc(cid:2)ons against certain U.S. na(cid:2)onals engaged in poli(cid:2)cal ac(cid:2)vi(cid:2)es rela(cid:2)ng to Hong Kong. Moreover, the U.S. has implemented addi(cid:2)onal sanc(cid:2)ons against en(cid:2)(cid:2)es par(cid:2)cipa(cid:2)ng in China’s military industrial complex and providing support to the country’s military, intelligence, and surveillance apparatuses. In return, China enacted its own sanc(cid:2)ons legisla(cid:2)on which authorizes the imposi(cid:2)on of countermeasures in response to sanc(cid:2)ons imposed on Chinese individuals or en(cid:2)(cid:2)es by foreign governments, such that a company that complies with U.S. sanc(cid:2)ons against a Chinese en(cid:2)ty may then face penal(cid:2)es in China. Further escala(cid:2)on of the “trade war” between the U.S. and China, the countries’ inability to reach further trade agreements, or the con(cid:2)nued use of reciprocal sanc(cid:2)ons by each country, may nega(cid:2)vely impact opportuni(cid:2)es for investment as well as the rate of global growth, par(cid:2)cularly in China, which has and con(cid:2)nues to exhibit signs of slowing growth. Such slowing growth could adversely aﬀect the revenues and proﬁtability of our funds’ por(cid:6)olio companies. In December 2019, the U.S., Mexico and Canada signed the amended United States-Mexico-Canada Agreement (the “USMCA”), which replaced the North American Free Trade Agreement. The impact that the USMCA will have on us and our por(cid:6)olio companies is diﬃcult to predict. There is uncertainty as to the ac(cid:2)ons that may be taken under the current administra(cid:2)on with respect to U.S. trade policy, including with China and the USMCA. Further governmental ac(cid:2)ons related to the imposi(cid:2)on of tariﬀs or other trade barriers or changes to interna(cid:2)onal trade agreements or policies, could further increase costs, decrease margins, reduce the compe(cid:2)(cid:2)veness of products and services oﬀered by current and future por(cid:6)olio companies and adversely aﬀect the revenues and proﬁtability of companies whose businesses rely on goods imported from outside of the U.S. 47 Financial deregula(cid:2)on measures may create regulatory uncertainty for the ﬁnancial sector, increase compe(cid:2)(cid:2)on in certain of our investment strategies and adversely aﬀect our business, ﬁnancial condi(cid:2)on and results of opera(cid:2)ons. In June 2020, U.S. federal regulatory agencies adopted revisions to the Volcker Rule to allow for certain exemp(cid:2)ons from the Volcker Rule’s restric(cid:2)ons on the ability of banking en(cid:2)(cid:2)es to sponsor and invest in certain covered funds (the “Covered Fund Amendments”). The Covered Fund Amendments also loosen certain other restric(cid:2)ons on extraterritorial fund ac(cid:2)vi(cid:2)es and direct parallel or co-investments made alongside covered funds. The Covered Fund Amendments should therefore expand the ability of banking en(cid:2)(cid:2)es to invest in and sponsor private funds. These and similar regulatory developments may have the eﬀect of increasing compe(cid:2)(cid:2)on for our businesses. For example, increased compe(cid:2)(cid:2)on from banks and other ﬁnancial ins(cid:2)tu(cid:2)ons in the credit markets could have the eﬀect of reducing credit spreads, which may adversely aﬀect the revenues of our credit and other businesses whose strategies include the provision of credit to borrowers. To date, the current administra(cid:2)on has not expressed an intent to implement measures focused on deregula(cid:2)on of the U.S. ﬁnancial services industry, and has taken ac(cid:2)ons seeking to halt or reverse certain deregula(cid:2)on measures adopted by the prior administra(cid:2)on. However, whether the current administra(cid:2)on or regulatory agencies will enact, adopt or modify any par(cid:2)cular ﬁnancial regula(cid:2)ons remains unclear. Any changes in the regulatory framework applicable to our business or the businesses of the por(cid:6)olio companies of our funds, including the changes described above, may create uncertainty, require the a(cid:3)en(cid:2)on of our senior management or result in limita(cid:2)ons on the manner in which business is conducted, or may ul(cid:2)mately have an adverse impact on the compe(cid:2)(cid:2)veness of certain nonbank ﬁnancial service providers vis-à-vis tradi(cid:2)onal banking organiza(cid:2)ons. Our provision of products and services to insurance companies, including through Blackstone Insurance Solu(cid:2)ons, subjects us to a variety of risks and uncertain(cid:2)es. We have increasingly undertaken ini(cid:2)a(cid:2)ves to deliver to insurance companies customizable and diversiﬁed por(cid:6)olios of Blackstone products across asset classes, as well as the op(cid:2)on for par(cid:2)al or full management of insurance companies’ general account assets. This strategy has in recent years contributed to meaningful growth in our Assets under Management, including in Perpetual Capital Assets Under Management. Blackstone Insurance Solu(cid:2)ons currently manages assets for Fidelity & Guaranty Life Insurance Company, Everlake Life Insurance Company and certain of their respec(cid:2)ve aﬃliates pursuant to several investment management agreements. BIS also currently manages a por(cid:2)on of the assets of the Life & Re(cid:2)rement business of American Interna(cid:2)onal Group, Inc. In addi(cid:2)on, in July 2016, Blackstone and AXIS Capital co-sponsored the establishment of Harrington Reinsurance, a Bermuda property and casualty reinsurance company, and BIS currently manages all general account assets of Harrington Reinsurance. BIS also manages or sub-manages assets for certain insurance-dedicated funds and special purpose vehicles, and has developed, and expects to con(cid:2)nue to develop, other capital-eﬃcient products for insurance companies. The con(cid:2)nued success of BIS will depend in large part on further developing investment partnerships with insurance company clients and maintaining exis(cid:2)ng asset management arrangements, including those described above. If we fail to deliver high-quality, high- performing products that help our insurance company clients meet long-term policyholder obliga(cid:2)ons, BIS may not be successful in retaining exis(cid:2)ng investment partnerships, developing new investment partnerships or selling its capital-eﬃcient products and such failure may have a material adverse eﬀect on BIS or on our business, results and ﬁnancial condi(cid:2)on. The U.S. and non-U.S. insurance industries are subject to signiﬁcant regulatory oversight. Regulatory authori(cid:2)es in many relevant jurisdic(cid:2)ons have broad regulatory (including through any regulatory support organiza(cid:2)on), administra(cid:2)ve, and in some cases discre(cid:2)onary, authority with respect to insurance companies and/or their investment advisors, which may include, among other things, the investments insurance companies may acquire and hold, marke(cid:2)ng prac(cid:2)ces, aﬃliate transac(cid:2)ons, reserve requirements and capital adequacy. 48 These requirements are primarily concerned with the protec(cid:2)on of policyholders, and regulatory authori(cid:2)es o(cid:7)en have wide discre(cid:2)on in applying the relevant restric(cid:2)ons and regula(cid:2)ons to insurance companies, which may indirectly aﬀect BIS and other Blackstone businesses that oﬀer products or services to insurance companies. We may be the target or subject of, or may have indemniﬁca(cid:2)on obliga(cid:2)ons related to, li(cid:2)ga(cid:2)on (including class ac(cid:2)on li(cid:2)ga(cid:2)on by policyholders), enforcement inves(cid:2)ga(cid:2)ons or regulatory scru(cid:2)ny. Regulators and other authori(cid:2)es generally have the power to bring administra(cid:2)ve or judicial proceedings against insurance companies, which could result in, among other things, suspension or revoca(cid:2)on of licenses, cease-and-desist orders, ﬁnes, civil penal(cid:2)es, criminal penal(cid:2)es or other disciplinary ac(cid:2)on. To the extent BIS or another Blackstone business that oﬀers products or services to insurance companies is directly or indirectly involved in such regulatory ac(cid:2)ons, our reputa(cid:2)on could be harmed, we may become liable for indemniﬁca(cid:2)on obliga(cid:2)ons and we could poten(cid:2)ally be subject to enforcement ac(cid:2)ons, ﬁnes and penal(cid:2)es. Recently, insurance regulatory authori(cid:2)es and regulatory support organiza(cid:2)ons have increased scru(cid:2)ny of alterna(cid:2)ve asset managers’ involvement in the insurance industry, including with respect to the ownership by such managers or their aﬃliated funds of, and the management of assets on behalf of, insurance companies. For example, insurance regulators have increasingly focused on the terms and structure of investment management agreements, including whether they are at arms’ length, establish control of the insurance company, grant the asset manager excessive authority or oversight over the investment strategy of the insurance company or provide for management fees that are not fair and reasonable. Regulators have also increasingly focused on poten(cid:2)al conﬂicts of interest, including aﬃliated investments, and poten(cid:2)al misalignment of incen(cid:2)ves and any poten(cid:2)al risks from these and other aspects of an insurance company’s rela(cid:2)onship with alterna(cid:2)ve asset managers that may impact the insurance company’s risk proﬁle. This enhanced scru(cid:2)ny may increase the risk of regulatory ac(cid:2)ons against us and could result in new or amended regula(cid:2)ons that limit our ability, or make it more burdensome or costly, to enter into new investment management agreements with insurance companies and thereby grow our insurance strategy. Some of the arrangements we have or will develop with insurance companies involve complex U.S. and non-U.S. tax structures for which no clear precedent or authority may be available. Such structures may be subject to poten(cid:2)al regulatory, legisla(cid:2)ve, judicial or administra(cid:2)ve change or scru(cid:2)ny and diﬀering interpreta(cid:2)ons and any adverse regulatory, legisla(cid:2)ve, judicial or administra(cid:2)ve changes, scru(cid:2)ny or interpreta(cid:2)ons may result in substan(cid:2)al costs to insurance companies or BIS. In some cases we may agree to indemnify insurance companies for their losses resul(cid:2)ng from any such adverse changes or interpreta(cid:2)ons. Insurance company investment por(cid:6)olios are o(cid:7)en subject to internal and regulatory requirements governing the categories and ra(cid:2)ngs of investment products and assets they may acquire and hold. Many of the investment products we develop for, or other assets or investments we include in, insurance company por(cid:6)olios will be rated and a ra(cid:2)ngs downgrade or any other nega(cid:2)ve ac(cid:2)on by a ra(cid:2)ng agency with respect to such products, assets or investments could make them less a(cid:3)rac(cid:2)ve and limit our ability to oﬀer such products to, or invest or deploy capital on behalf of, insurers. Any failure to properly manage or address the foregoing risks may have a material adverse eﬀect on BIS or on our business, results and ﬁnancial condi(cid:2)on. We rely on complex exemp(cid:2)ons from statutes in conduc(cid:2)ng our asset management ac(cid:2)vi(cid:2)es. We regularly rely on exemp(cid:2)ons from various requirements of the U.S. Securi(cid:2)es Act of 1933, as amended (the “Securi(cid:2)es Act”), the Exchange Act, the 1940 Act, the Commodity Exchange Act and the U.S. Employee Re(cid:2)rement Income Security Act of 1974, as amended, in conduc(cid:2)ng our asset management ac(cid:2)vi(cid:2)es. These exemp(cid:2)ons are some(cid:2)mes highly complex and may in certain circumstances depend on compliance by third par(cid:2)es whom we do not control. If for any reason these exemp(cid:2)ons were to become unavailable to us, we could become subject to regulatory ac(cid:2)on or third party claims and our business could be materially and adversely aﬀected. For example, the “bad actor” disqualiﬁca(cid:2)on provisions of Rule 506 of Regula(cid:2)on D under the Securi(cid:2)es Act ban an issuer from oﬀering or selling securi(cid:2)es pursuant to the safe harbor rule in Rule 506 if the issuer or any other “covered person” is the subject of a criminal, regulatory or court order or other “disqualifying event” under 49 the rule which has not been waived. The deﬁni(cid:2)on of “covered person” includes an issuer’s directors, general partners, managing members and execu(cid:2)ve oﬃcers; aﬃliates who are also issuing securi(cid:2)es in the oﬀering; beneﬁcial owners of 20% or more of the issuer’s outstanding equity securi(cid:2)es; and promoters and persons compensated for solici(cid:2)ng investors in the oﬀering. Accordingly, our ability to rely on Rule 506 to oﬀer or sell securi(cid:2)es would be impaired if we or any “covered person” is the subject of a disqualifying event under the rule and we are unable to obtain a waiver. The requirements imposed by our regulators are designed primarily to ensure the integrity of the ﬁnancial markets and to protect investors in our investment funds and are not designed to protect our common stockholders. Consequently, these regula(cid:2)ons o(cid:7)en serve to limit our ac(cid:2)vi(cid:2)es and impose burdensome compliance requirements. The U.K.’s withdrawal from the European Union may nega(cid:2)vely impact the value of certain of our assets. Following Brexit, a new Trade and Coopera(cid:2)on Agreement (the “TCA”) between the U.K. and the EU became eﬀec(cid:2)ve on April 30, 2021. The TCA addresses, among other things, trade in goods and the ability of U.K. na(cid:2)onals to travel to the EU on business, but does not address substan(cid:2)ve future coopera(cid:2)on with respect to ﬁnancial services or reciprocal market access under so-called “equivalence” arrangements or otherwise. In addi(cid:2)on, U.K. service suppliers no longer beneﬁt from automa(cid:2)c access to the en(cid:2)re EU single market and free movement of goods is subject to increased bureaucracy. Although the TCA contains provisions on short-term business visits without visas or work permits, these do not cover provision of relevant services, and free movement between the EU and the U.K is now considerably restricted. The loss of these beneﬁts, together with the ongoing uncertainty with respect to ﬁnancial services under the TCA, could impact the a(cid:3)rac(cid:2)veness of the U.K. as a global business and ﬁnancial center. Although the long-term impact of such changes, and of Brexit more broadly, is uncertain, Brexit may have an adverse eﬀect on the rate of economic growth in the U.K. and Europe, which may nega(cid:2)vely impact asset values in those regions. In addi(cid:2)on, given the size and global signiﬁcance of the U.K.’s economy, ongoing uncertainty regarding its poli(cid:2)cal and economic rela(cid:2)onships with Europe may con(cid:2)nue to be a source of instability in markets outside of the U.K. and Europe. The licensing regime in the EU generally requires funds to be registered in Europe and their distributor to be licensed. Following Brexit, BGIP no longer has a passport to conduct product distribu(cid:2)on and marke(cid:2)ng ac(cid:2)vi(cid:2)es and therefore may only conduct such ac(cid:2)vi(cid:2)es where it has obtained a domes(cid:2)c license to do so, or pursuant to an exemp(cid:2)on. Such licenses subject BGIP to addi(cid:2)onal regulatory obliga(cid:2)ons, which impose increased compliance costs and burdens on us. In addi(cid:2)on, following Brexit, in jurisdic(cid:2)ons where BGIP is not licensed to conduct product distribu(cid:2)on and marke(cid:2)ng ac(cid:2)vi(cid:2)es, Blackstone Europe Fund Management (“BEFM”) has conducted such ac(cid:2)vi(cid:2)es. This has imposed addi(cid:2)onal diﬀerent supervisory prac(cid:2)ces on our product and service distribu(cid:2)on and marke(cid:2)ng arrangements. Complex regulatory regimes and poten(cid:2)al regulatory changes in jurisdic(cid:2)ons outside the United States could adversely aﬀect our business. Similar to the United States, the jurisdic(cid:2)ons outside the United States in which we operate, in par(cid:2)cular Europe, have become subject to further regula(cid:2)on. Governmental regulators and other authori(cid:2)es in Europe have proposed or implemented a number of ini(cid:2)a(cid:2)ves and addi(cid:2)onal rules and regula(cid:2)ons that could adversely aﬀect our business, including by imposing addi(cid:2)onal compliance and administra(cid:2)ve burden and increasing the costs of doing business in such jurisdic(cid:2)ons. Increasingly, the rules and regula(cid:2)ons in the ﬁnancial sector in Europe are becoming more prescrip(cid:2)ve. Rules and regula(cid:2)ons in other jurisdic(cid:2)ons are o(cid:7)en informed by key features of U.S. and European rules and regula(cid:2)ons and, as a result, our businesses outside of these jurisdic(cid:2)ons, including across Asia, may become subject to increased regula(cid:2)on in the future. 50 In Europe, the EU Alterna(cid:2)ve Investment Fund Managers Direc(cid:2)ve (“AIFMD”) was implemented in 2013 and established a regulatory regime for alterna(cid:2)ve investment fund managers, including private equity and hedge fund managers. AIFMD is applicable to our AIFMs in Luxembourg and Ireland and in certain other respects to aﬃliated non-EEA AIFMs in other jurisdic(cid:2)ons to the extent that they market interests in alterna(cid:2)ve investment funds to EEA investors. We have had to comply with these and other requirements of the AIFMD in order to market certain of our investment funds to professional investors in the EEA. The U.K. has “on-shored” AIFMD and therefore similar requirements con(cid:2)nue to apply to funds marketed to U.K. investors notwithstanding Brexit. In November 2021, a legisla(cid:2)ve proposal (commonly referred to as “AIFMD II”) was made that may increase the cost and complexity of raising capital and restrict our ability to structure or market certain types of funds to EEA investors, which consequently may slow the pace of fundraising. In addi(cid:2)on, on August 2, 2021, certain regula(cid:2)ons (the “CBDF Regula(cid:2)on”) came into eﬀect, which in part amended AIFMD. The CBDF Regula(cid:2)on introduces new standardized requirements for cross-border fund distribu(cid:2)on in the EU, including as related to transparency and principles for calcula(cid:2)ng supervisory fees, new procedures for the de-no(cid:2)ﬁca(cid:2)on of marke(cid:2)ng (including restric(cid:2)ons on pre-marking successor funds), new content requirements for marke(cid:2)ng communica(cid:2)ons and addi(cid:2)onal regula(cid:2)ons with respect to investors who approach our funds seeking to invest on their own ini(cid:2)a(cid:2)ve. As the CBDF Regula(cid:2)on is implemented across various EU jurisdic(cid:2)ons, our ability to raise capital from EEA investors may become more complex and costly. The EU Securi(cid:2)za(cid:2)on Regula(cid:2)on (the “Securi(cid:2)za(cid:2)on Regula(cid:2)on”), which became eﬀec(cid:2)ve on January 1, 2019, imposes due diligence and risk reten(cid:2)on requirements on “ins(cid:2)tu(cid:2)onal investors” (which includes managers of alterna(cid:2)ve investment funds assets) which must be sa(cid:2)sﬁed prior to holding a securi(cid:2)za(cid:2)on posi(cid:2)on. These requirements may apply to AIFs managed by not only EEA AIFMs but also non-EEA AIFMs where those AIFs have been registered for marke(cid:2)ng in the EU under na(cid:2)onal private placement regimes. Similar requirements con(cid:2)nue to apply in the U.K. notwithstanding Brexit. The Securi(cid:2)za(cid:2)on Regula(cid:2)on may impact or limit our funds’ ability to make certain investments that cons(cid:2)tute “securi(cid:2)za(cid:2)ons” under the regula(cid:2)on. The Securi(cid:2)za(cid:2)on Regula(cid:2)on may also constrain certain of our funds’ ability to invest in securi(cid:2)za(cid:2)on posi(cid:2)ons that do not comply with, among other things, the risk reten(cid:2)on requirements. Failure to comply with these requirements could result in various penal(cid:2)es. The EU regula(cid:2)on (“EMIR”) on over-the-counter (“OTC”) deriva(cid:2)ve transac(cid:2)ons, central counterpar(cid:2)es and trade repositories requires mandatory clearing of certain OTC deriva(cid:2)ves through central counterpar(cid:2)es, creates addi(cid:2)onal risk mi(cid:2)ga(cid:2)on requirements and imposes repor(cid:2)ng and recordkeeping requirements in respect of most deriva(cid:2)ve transac(cid:2)ons. Similar rules apply in the U.K., and compliance with relevant EU and U.K. requirements imposes addi(cid:2)onal opera(cid:2)onal burden and cost on our engagement in such transac(cid:2)ons. Addi(cid:2)onal regula(cid:2)on, commonly referred to as “MiFID II” requires us to comply with disclosure, transparency, repor(cid:2)ng and record keeping obliga(cid:2)ons and enhanced obliga(cid:2)ons in rela(cid:2)on to the receipt of investment research, best execu(cid:2)on, product governance and marke(cid:2)ng communica(cid:2)ons. Compliance with MiFID II has resulted in greater overall complexity, higher compliance and administra(cid:2)on and opera(cid:2)onal costs and less overall ﬂexibility for us. Certain aspects of MiFID II are subject to review and change in both the EU and the U.K. Associated changes to the pruden(cid:2)al regula(cid:2)on of EEA and U.K. MiFID investment ﬁrms have increased the regulatory capital and liquidity adequacy requirements for certain of our en(cid:2)(cid:2)es licensed under MiFID. This makes it less capital eﬃcient to run the relevant businesses. Those changes have also required us to make changes to the way in which we remunerate certain senior staﬀ, which may make it harder for us to a(cid:3)ract and retain talent, compared to compe(cid:2)tors not subject to the same rules. Enhanced internal governance, disclosure and repor(cid:2)ng requirements increase the costs of compliance. 51 As with any other organiza(cid:2)on that holds personal data of EU data subjects, we are required to comply with the GDPR because, among other things, we process European individuals’ personal data in the U.S. via our global technology systems. The U.K. has on-shored GDPR and similar requirements therefore con(cid:2)nue to apply in the U.K. notwithstanding Brexit, although transfers of personal data between the EU and U.K. are subject to less safeguards then transfers to third countries. Financial regulators and data protec(cid:2)on authori(cid:2)es have signiﬁcantly increased audit and inves(cid:2)gatory powers under GDPR to probe how personal data is being used and processed. Serious breaches of include an(cid:2)trust-like ﬁnes on companies of up to the greater of €20 million / £17.5 million or 4% of global group turnover in the preceding year, regulatory ac(cid:2)on and reputa(cid:2)onal risk. See “— Rapidly developing and changing global privacy laws and regula(cid:2)ons could increase compliance costs and subject us to enforcement risks and reputa(cid:2)onal damage.” European regulators are increasing their a(cid:3)en(cid:2)on on “greenwashing” and rapidly developing and implemen(cid:2)ng regimes focused on ESG and sustainability within the ﬁnancial services sector. These may impose substan(cid:2)al ESG data collec(cid:2)on and disclosure obliga(cid:2)ons on us, which in turn may impose increased compliance burdens and costs for our funds’ opera(cid:2)ons. It is not yet possible to fully assess how our business will be aﬀected, as much of the detail surrounding these ini(cid:2)a(cid:2)ves is yet to be revealed. In the EU, the key regimes include the EU Sustainable Finance Disclosure Regula(cid:2)on (“SFDR”) which currently imposes disclosure requirements on MiFID ﬁrms and AIFMs and will aﬀect our EEA opera(cid:2)ons (including where non-EEA products are marketed to EEA investors). The EU regula(cid:2)on on the establishment of a framework to facilitate sustainable investment (“Taxonomy Regula(cid:2)on”) supplements SFDR’s disclosure requirements for certain en(cid:2)(cid:2)es and sets out a framework for classifying economic ac(cid:2)vi(cid:2)es as “environmentally sustainable.” There is considerable legal uncertainty about how to comply with these regimes. In par(cid:2)cular, as a result of this uncertainty, there is a risk of inadvertent mischaracteriza(cid:2)on of certain of our products, which could lead to claims by investors for mis-selling and/or regulatory enforcement ac(cid:2)on, which could result in ﬁnes or other regulatory sanc(cid:2)ons and damage to our reputa(cid:2)on. In addi(cid:2)on, certain requirements (such as making public disclosures on our website concerning the ESG features of private funds) might conﬂict with our other regulatory obliga(cid:2)ons. As a consequence, we may be unable to, or make a reasoned decision not to, fully comply with the requirements of these new regimes. This too could lead to regulatory enforcement ac(cid:2)on with similar consequences. The U.K. is not implemen(cid:2)ng SFDR but is in the process of introducing mandatory disclosure requirements aligned with the TCFD. In addi(cid:2)on, a second layer of U.K. regula(cid:2)on has been proposed, which will implement addi(cid:2)onal disclosure requirements (known as “SDR”) and a new “U.K. Green Taxonomy,” which gives rise to similar risks to those described above in rela(cid:2)on to SFDR and the Taxonomy Regula(cid:2)on, and exacerbates the risks arising from mismatch between the EEA and U.K. ini(cid:2)a(cid:2)ves. Laws and regula(cid:2)ons on foreign direct investment applicable to us and our por(cid:5)olio companies, both within and outside the U.S., may make it more diﬃcult for us to deploy capital in certain jurisdic(cid:2)ons or to sell assets to certain buyers. A number of jurisdic(cid:2)ons, including the U.S., have restric(cid:2)ons on foreign direct investment pursuant to which their respec(cid:2)ve heads of state and/or regulatory bodies have the authority to block or impose condi(cid:2)ons with respect to certain transac(cid:2)ons, such as investments, acquisi(cid:2)ons and dives(cid:2)tures, if such transac(cid:2)on threatens to impair na(cid:2)onal security. In addi(cid:2)on, many jurisdic(cid:2)ons restrict foreign investment in assets important to na(cid:2)onal security by taking steps including, but not limited to, placing limita(cid:2)ons on foreign equity investment, implemen(cid:2)ng investment screening or approval mechanisms, and restric(cid:2)ng the employment of foreigners as key personnel. These U.S. and foreign laws could limit our funds’ ability to invest in certain businesses or en(cid:2)(cid:2)es or impose burdensome no(cid:2)ﬁca(cid:2)on requirements, opera(cid:2)onal restric(cid:2)ons or delays in pursuing and consumma(cid:2)ng transac(cid:2)ons. For example, the Commi(cid:3)ee on Foreign Investment in the United States (“CFIUS”) has the authority to review transac(cid:2)ons that could result in poten(cid:2)al control of, or certain types of non-controlling investments in, a U.S. business by a foreign person. In recent years, legisla(cid:2)on has expanded the scope of CFIUS’ jurisdic(cid:2)on to cover more types of transac(cid:2)ons and empower CFIUS to scru(cid:2)nize more closely investments in certain transac(cid:2)ons. CFIUS may recommend that the President block or impose condi(cid:2)ons or terms on such transac(cid:2)ons, certain of 52 which may adversely aﬀect the ability of the fund to execute on its investment strategy with respect to such transac(cid:2)on. Addi(cid:2)onally, CFIUS or any non-U.S. equivalents thereof may seek to impose limita(cid:2)ons on one or more such investments that may prevent us from maintaining or pursuing investment opportuni(cid:2)es that we otherwise would have maintained or pursued, which could make it more diﬃcult for us to deploy capital in certain of our funds. Our investments outside of the United States may also face delays, limita(cid:2)ons, or restric(cid:2)ons as a result of no(cid:2)ﬁca(cid:2)ons made under and/or compliance with these legal regimes and rapidly-changing agency prac(cid:2)ces. Other countries con(cid:2)nue to establish and/or strengthen their own na(cid:2)onal security investment clearance regimes, which could have a corresponding eﬀect of limi(cid:2)ng our ability to make investments in such countries. Heightened scru(cid:2)ny of foreign direct investment worldwide may also make it more diﬃcult for us to iden(cid:2)fy suitable buyers for investments upon exit and may constrain the universe of exit opportuni(cid:2)es for an investment in a por(cid:6)olio company. As a result of such regimes, we may incur signiﬁcant delays and costs, be altogether prohibited from making a par(cid:2)cular investment or impede or restrict syndica(cid:2)on or sale of certain assets to certain buyers, all of which could adversely aﬀect the performance of our funds and in turn, materially reduce our revenues and cash ﬂow. Climate change, climate change-related regula(cid:2)on and sustainability concerns could adversely aﬀect our businesses and the opera(cid:2)ons of our por(cid:5)olio companies, and any ac(cid:2)ons we take or fail to take in response to such ma(cid:6)ers could damage our reputa(cid:2)on. We, our funds and our por(cid:6)olio companies face risks associated with climate change including risks related to the impact of climate-and ESG-related legisla(cid:2)on and regula(cid:2)on (both domes(cid:2)cally and interna(cid:2)onally), risks related to climate-related business trends, and risks stemming from the physical impacts of climate change. New climate change-related regula(cid:2)ons or interpreta(cid:2)ons of exis(cid:2)ng laws may result in enhanced disclosure obliga(cid:2)ons, which could nega(cid:2)vely aﬀect us, our funds and our por(cid:6)olio companies and materially increase the regulatory burden and cost of compliance. In par(cid:2)cular, compliance with climate- and other ESG-related rules in the EU and U.K. is expected to result in increased legal and compliance costs and expenses which would be borne by us and our funds. These disclosure requirements could even be extended to private companies. See “— Financial regulatory changes in the United States could adversely aﬀect our business” and “— Complex regulatory regimes and poten(cid:2)al regulatory changes in jurisdic(cid:2)ons outside the United States could adversely aﬀect our business.” Certain of our por(cid:6)olio companies operate in sectors that could face transi(cid:2)on risk if carbon-related regula(cid:2)ons or taxes are implemented. For certain of our por(cid:6)olio companies, business trends related to climate change may require capital expenditures, product or service redesigns, and changes to opera(cid:2)ons and supply chains to meet changing customer expecta(cid:2)ons. While this can create opportuni(cid:2)es, not addressing these changed expecta(cid:2)ons could create business risks for por(cid:6)olio companies, which could nega(cid:2)vely impact the returns in our funds. Further, advances in climate science may change society’s understanding of sources and magnitudes of nega(cid:2)ve eﬀects on climate, which could also nega(cid:2)vely impact por(cid:6)olio company ﬁnancial performance. Further, signiﬁcant physical eﬀects of climate change including extreme weather events such as hurricanes or ﬂoods, can also have an adverse impact on certain of our por(cid:6)olio companies and investments, especially our real asset investments and por(cid:6)olio companies that rely on physical factories, plants or stores located in the aﬀected areas, or that focus on tourism or recrea(cid:2)onal travel. As the eﬀects of climate change increase, we expect the frequency and impact of weather and climate related events and condi(cid:2)ons to increase as well. In addi(cid:2)on, our reputa(cid:2)on may be harmed if certain stakeholders, such as our limited partners or shareholders, believe that we are not adequately or appropriately responding to climate change, including through the way in which we operate our business, the composi(cid:2)on of our funds’ exis(cid:2)ng por(cid:6)olios, the new investments made by our funds, or the decisions we make to con(cid:2)nue to conduct or change our ac(cid:2)vi(cid:2)es in response to climate change considera(cid:2)ons. In addi(cid:2)on, we face business trend-related climate risks including the increased 53 a(cid:3)en(cid:2)on to ESG considera(cid:2)ons by our fund investors, including in connec(cid:2)on with their determina(cid:2)on of whether to invest in our funds. See “We are subject to increasing scru(cid:2)ny from regulators and certain investors with respect to the environmental, social and governance impact of investments made by our funds, which may adversely impact our ability to raise capital from certain investors and constrain capital deployment opportuni(cid:2)es for our funds.” We are subject to substan(cid:2)al li(cid:2)ga(cid:2)on risks and may face signiﬁcant liabili(cid:2)es and damage to our professional reputa(cid:2)on as a result of li(cid:2)ga(cid:2)on allega(cid:2)ons and nega(cid:2)ve publicity. In recent years, the volume of claims and amount of damages claimed in li(cid:2)ga(cid:2)on and regulatory proceedings against the ﬁnancial services industry in general have been increasing. The investment decisions we make in our asset management business and the ac(cid:2)vi(cid:2)es of our investment professionals in connec(cid:2)on with por(cid:6)olio companies may subject the companies, funds and us to the risk of third party li(cid:2)ga(cid:2)on arising from investor dissa(cid:2)sfac(cid:2)on with the performance of those investment funds, alleged conﬂicts of interest, the suitability or manner of distribu(cid:2)on of our products, including to retail investors, the ac(cid:2)vi(cid:2)es of our funds’ por(cid:6)olio companies and a variety of other li(cid:2)ga(cid:2)on claims. From (cid:2)me to (cid:2)me we, our funds and our funds’ por(cid:6)olio companies have been and may be subject to li(cid:2)ga(cid:2)on, including securi(cid:2)es class ac(cid:2)on lawsuits by stockholders, as well as class ac(cid:2)on lawsuits that challenge our acquisi(cid:2)on transac(cid:2)ons and/or a(cid:3)empt to enjoin them. Please see “Item 3. Legal Proceedings” for a discussion of a certain proceeding to which we are currently a party. In addi(cid:2)on, to the extent investors in our investment funds suﬀer losses resul(cid:2)ng from fraud, gross negligence, willful misconduct or other similar misconduct, investors may have remedies against us, our investment funds, our senior managing directors or our aﬃliates under the federal securi(cid:2)es law and/or state law. While the general partners and investment advisers to our investment funds, including their directors, oﬃcers, other employees and aﬃliates, are generally indemniﬁed to the fullest extent permi(cid:3)ed by law with respect to their conduct in connec(cid:2)on with the management of the business and aﬀairs of our investment funds, such indemnity does not extend to ac(cid:2)ons determined to have involved fraud, gross negligence, willful misconduct or other similar misconduct. The ac(cid:2)vi(cid:2)es of our capital markets services business may also subject us to the risk of liabili(cid:2)es to our clients and third par(cid:2)es, including our clients’ stockholders, under securi(cid:2)es or other laws in connec(cid:2)on with transac(cid:2)ons in which we par(cid:2)cipate. Any private lawsuits or regulatory ac(cid:2)ons brought against us and resul(cid:2)ng in a ﬁnding of substan(cid:2)al legal liability could materially adversely aﬀect our business, ﬁnancial condi(cid:2)on or results of opera(cid:2)ons or cause signiﬁcant reputa(cid:2)onal harm to us, which could seriously harm our business. We depend to a large extent on our business rela(cid:2)onships and our reputa(cid:2)on for integrity and high-caliber professional services to a(cid:3)ract and retain investors and to pursue investment opportuni(cid:2)es for our funds. As a result, allega(cid:2)ons of improper conduct by private li(cid:2)gants, regulators, or employees, whether the ul(cid:2)mate outcome is favorable or unfavorable to us, as well as nega(cid:2)ve publicity and press specula(cid:2)on about us, our investment ac(cid:2)vi(cid:2)es, our lines of business or distribu(cid:2)on channels, our workplace environment, or the asset management industry in general, whether or not valid, may harm our reputa(cid:2)on, which may be more damaging to our business than to other types of businesses. The pervasiveness of social media, coupled with increased public focus on the externali(cid:2)es of business ac(cid:2)vi(cid:2)es, could further magnify the reputa(cid:2)onal risks associated with nega(cid:2)ve publicity. 54 Employee misconduct could harm us by impairing our ability to a(cid:6)ract and retain clients and subjec(cid:2)ng us to signiﬁcant legal liability and reputa(cid:2)onal harm. Fraud, decep(cid:2)ve prac(cid:2)ces or other misconduct at por(cid:5)olio companies or service providers could similarly subject us to liability and reputa(cid:2)onal damage and also harm performance. Our employees could engage in misconduct that adversely aﬀects our business. We are subject to a number of obliga(cid:2)ons and standards arising from our asset management business and our authority over the assets managed by our asset management business. The viola(cid:2)on of these obliga(cid:2)ons and standards by any of our employees would adversely aﬀect our clients and us. Our business o(cid:7)en requires that we deal with conﬁden(cid:2)al ma(cid:3)ers of great signiﬁcance to companies in which we may invest. If our employees were to improperly use or disclose conﬁden(cid:2)al informa(cid:2)on, we could suﬀer serious harm to our reputa(cid:2)on, ﬁnancial posi(cid:2)on and current and future business rela(cid:2)onships. Detec(cid:2)ng or deterring employee misconduct is not always possible, and the extensive precau(cid:2)ons we take to detect and prevent this ac(cid:2)vity may not be eﬀec(cid:2)ve in all cases. In addi(cid:2)on, a prolonged period of remote work, such as the one experienced during the COVID-19 pandemic, may require us to develop and implement addi(cid:2)onal precau(cid:2)ons in order to detect and prevent employee misconduct. Such addi(cid:2)onal precau(cid:2)ons, which may include the implementa(cid:2)on of security and other restric(cid:2)ons, may make our systems more diﬃcult and costly to operate and may not be eﬀec(cid:2)ve in preven(cid:2)ng employee misconduct in a remote work environment. If one of our employees were to engage in misconduct or were to be accused of such misconduct, our business and our reputa(cid:2)on could be adversely aﬀected. In recent years, the U.S. Department of Jus(cid:2)ce and the SEC have devoted greater resources to enforcement of the Foreign Corrupt Prac(cid:2)ces Act (“FCPA”). In addi(cid:2)on, the U.K. has also signiﬁcantly expanded the reach of its an(cid:2)-bribery laws. Local jurisdic(cid:2)ons, such as Brazil, have also brought a greater focus to an(cid:2)-bribery laws. While we have developed and implemented policies and procedures designed to ensure strict compliance by us and our personnel with the FCPA, such policies and procedures may not be eﬀec(cid:2)ve in all instances to prevent viola(cid:2)ons. Any determina(cid:2)on that we have violated the FCPA, the U.K. an(cid:2)-bribery laws or other applicable an(cid:2)- corrup(cid:2)on laws could subject us to, among other things, civil and criminal penal(cid:2)es or material ﬁnes, proﬁt disgorgement, injunc(cid:2)ons on future conduct, securi(cid:2)es li(cid:2)ga(cid:2)on and a general loss of investor conﬁdence, any one of which could adversely aﬀect our business prospects, ﬁnancial posi(cid:2)on or the market value of our common stock. In addi(cid:2)on, we may also be adversely aﬀected if there is misconduct by personnel of por(cid:6)olio companies in which our funds invest or by our por(cid:6)olio companies’ service providers. For example, ﬁnancial fraud or other decep(cid:2)ve prac(cid:2)ces at our funds’ por(cid:6)olio companies, or failures by personnel at our funds’ por(cid:6)olio companies to comply with an(cid:2)-bribery, trade sanc(cid:2)ons, an(cid:2)-harassment, an(cid:2)- discrimina(cid:2)on or other legal and regulatory requirements, could subject us to, among other things, civil and criminal penal(cid:2)es or material ﬁnes, proﬁt disgorgement, injunc(cid:2)ons on future conduct and securi(cid:2)es li(cid:2)ga(cid:2)on, and could also cause signiﬁcant reputa(cid:2)onal and business harm to us. Such misconduct may undermine our due diligence eﬀorts with respect to such por(cid:6)olio companies and could nega(cid:2)vely aﬀect the valua(cid:2)ons of the investments by our funds in such por(cid:6)olio companies. Losses to our funds and us could also result from misconduct or other ac(cid:2)ons by service providers, such as administrators, consultants or other advisors, if such service providers improperly use or disclose conﬁden(cid:2)al informa(cid:2)on, misappropriate funds, or violate legal or regulatory obliga(cid:2)ons. In addi(cid:2)on, we may face an increased risk of such misconduct to the extent our investment in non-U.S. markets, par(cid:2)cularly emerging markets, increases. 55 Poor performance of our investment funds would cause a decline in our revenue, income and cash ﬂow, may obligate us to repay Performance Alloca(cid:2)ons previously paid to us, and could adversely aﬀect our ability to raise capital for future investment funds. In the event that any of our investment funds were to perform poorly, our revenue, income and cash ﬂow would decline because the value of our assets under management would decrease, which would result in a reduc(cid:2)on in management fees, and our investment returns would decrease, resul(cid:2)ng in a reduc(cid:2)on in the Performance Alloca(cid:2)ons and Incen(cid:2)ve Fees we earn. Moreover, we could experience losses on our investments of our own principal as a result of poor investment performance by our investment funds. Furthermore, if, as a result of poor performance of later investments in a carry fund’s life, the fund does not achieve certain investment returns for the fund over its life, we will be obligated to repay the amount by which Performance Alloca(cid:2)ons that were previously distributed to us exceed the amount to which the relevant general partner is ul(cid:2)mately en(cid:2)tled. In addi(cid:2)on, in most cases, the companies in which our investment funds invest will have indebtedness or equity securi(cid:2)es, or may be permi(cid:3)ed to incur indebtedness or to issue equity securi(cid:2)es, that rank senior to our investment, which may limit the ability of our investment funds to inﬂuence a company’s aﬀairs and to take ac(cid:2)ons to protect their investments during periods of ﬁnancial distress or following an insolvency. Poor performance of our investment funds could make it more diﬃcult for us to raise new capital. Investors in funds might decline to invest in future investment funds we raise and investors in hedge funds or other investment funds might withdraw their investments as a result of poor performance of the investment funds in which they are invested. Investors and poten(cid:2)al investors in our funds con(cid:2)nually assess our investment funds’ performance, and our ability to raise capital for exis(cid:2)ng and future investment funds and avoid excessive redemp(cid:2)on levels will depend on our investment funds’ con(cid:2)nued sa(cid:2)sfactory performance. Accordingly, poor fund performance may deter future investment in our funds and thereby decrease the capital invested in our funds and ul(cid:2)mately, our management fee revenue. Alterna(cid:2)vely, in the face of poor fund performance, investors could demand lower fees or fee concessions for exis(cid:2)ng or future funds which would likewise decrease our revenue. In addi(cid:2)on, from (cid:2)me to (cid:2)me, we may pursue new or diﬀerent investment strategies and expand into geographic markets and businesses that may not perform as expected and result in poor performance by us and our investment funds. In addi(cid:2)on to the risk of poor performance, such ac(cid:2)vity may subject us to a number of risks and uncertain(cid:2)es, including risks associated with (a) the possibility that we have insuﬃcient exper(cid:2)se to engage in such ac(cid:2)vi(cid:2)es proﬁtably or without incurring inappropriate amounts of risk, (b) the diversion of management’s a(cid:3)en(cid:2)on from our core businesses, (c) known or unknown con(cid:2)ngent liabili(cid:2)es, which could result in unforeseen losses for us and our funds, (d) the disrup(cid:2)on of ongoing businesses and (e) compliance with addi(cid:2)onal regulatory requirements. Certain policies and procedures implemented to mi(cid:2)gate poten(cid:2)al conﬂicts of interest and address certain regulatory requirements may reduce the synergies across our various businesses. Because of our various asset management businesses and our capital markets services business, we will be subject to a number of actual and poten(cid:2)al conﬂicts of interest and subject to greater regulatory oversight and more legal and contractual restric(cid:2)ons than that to which we would otherwise be subject if we had just one line of business. To mi(cid:2)gate these conﬂicts and address regulatory, legal and contractual requirements across our various businesses, we have implemented certain policies and procedures (for example, informa(cid:2)on walls) that may reduce the posi(cid:2)ve synergies that we cul(cid:2)vate across these businesses for purposes of iden(cid:2)fying and managing a(cid:3)rac(cid:2)ve investments. For example, certain regulatory requirements require us to restrict access by certain personnel in our funds to informa(cid:2)on about certain transac(cid:2)ons or investments being considered or made by those funds. In addi(cid:2)on, we may come into possession of conﬁden(cid:2)al or material non-public informa(cid:2)on with respect to issuers in which we may be considering making an investment or issuers in which our aﬃliates may hold an interest. As a consequence of such policies and procedures, we may be precluded from providing such informa(cid:2)on or other ideas to our other businesses even where it might be of beneﬁt to them. 56 Our failure to deal appropriately with conﬂicts of interest in our investment business could damage our reputa(cid:2)on and adversely aﬀect our businesses. As we have expanded and as we con(cid:2)nue to expand the number and scope of our businesses, we increasingly confront poten(cid:2)al conﬂicts of interest rela(cid:2)ng to our funds’ investment ac(cid:2)vi(cid:2)es. Investment manager conﬂicts of interest con(cid:2)nue to be a signiﬁcant area of focus for regulators and the media. Because of our size and the variety of businesses and investment strategies that we pursue, we may face a higher degree of scru(cid:2)ny compared with investment managers that are smaller or focus on fewer asset classes. Certain of our funds may have overlapping investment objec(cid:2)ves, including funds that have diﬀerent fee structures and/or investment strategies that are more narrowly focused. Poten(cid:2)al conﬂicts may arise with respect to alloca(cid:2)on of investment opportuni(cid:2)es among us, our funds and our aﬃliates, including to the extent that the fund documents do not mandate a speciﬁc investment alloca(cid:2)on. For example, we may allocate an investment opportunity that is appropriate for two or more investment funds in a manner that excludes one or more funds or results in a dispropor(cid:2)onate alloca(cid:2)on based on factors or criteria that we determine, such as sourcing of the transac(cid:2)on, speciﬁc nature of the investment or size and type of the investment, among other factors. We may also decide to provide a co-investment opportunity to certain investors in lieu of alloca(cid:2)ng a piece of the investment to our funds. In addi(cid:2)on, the challenge of alloca(cid:2)ng investment opportuni(cid:2)es to certain funds may be exacerbated as we expand our business to include more lines of business, including more public vehicles. Alloca(cid:2)ng investment opportuni(cid:2)es appropriately frequently involves signiﬁcant and subjec(cid:2)ve judgments. The risk that fund investors or regulators could challenge alloca(cid:2)on decisions as inconsistent with our obliga(cid:2)ons under applicable law, governing fund agreements or our own policies cannot be eliminated. In addi(cid:2)on, the percep(cid:2)on of non-compliance with such requirements or policies could harm our reputa(cid:2)on with fund investors. We may also cause diﬀerent funds to invest in a single por(cid:6)olio company, for example where the fund that made an ini(cid:2)al investment no longer has capital available to invest. We may also cause diﬀerent funds that we manage to purchase diﬀerent classes of securi(cid:2)es in the same por(cid:6)olio company. For example, one of our CLO funds could acquire a debt security issued by the same company in which one of our private equity funds owns common equity securi(cid:2)es. A direct conﬂict of interest could arise between the debt holders and the equity holders if such a company were to develop insolvency concerns, and we would have to carefully manage that conﬂict. A decision to acquire material non-public informa(cid:2)on about a company while pursuing an investment opportunity for a par(cid:2)cular fund gives rise to a poten(cid:2)al conﬂict of interest when it results in our having to restrict the ability of other funds to take any ac(cid:2)on with respect to that company. Our aﬃliates or por(cid:6)olio companies may be service providers or counterpar(cid:2)es to our funds or por(cid:6)olio companies and receive fees or other compensa(cid:2)on for services that are not shared with our fund investors. In such instances, we may be incen(cid:2)vized to cause our funds or por(cid:6)olio companies to purchase such services from our aﬃliates or por(cid:6)olio companies rather than an unaﬃliated service provider despite the fact that a third party service provider could poten(cid:2)ally provide higher quality services or oﬀer them at a lower cost. In addi(cid:2)on, conﬂicts of interest may exist in the valua(cid:2)on of our investments, as well as the personal trading of employees and the alloca(cid:2)on of fees and expenses among us, our funds and their por(cid:6)olio companies, and our aﬃliates. Lastly, in certain, infrequent instances we may purchase an investment alongside one of our investment funds or sell an investment to one of our investment funds and conﬂicts may arise in respect of the alloca(cid:2)on, pricing and (cid:2)ming of such investments and the ul(cid:2)mate disposi(cid:2)on of such investments. A failure to appropriately deal with these, among other, conﬂicts, could nega(cid:2)vely impact our reputa(cid:2)on and ability to raise addi(cid:2)onal funds or result in poten(cid:2)al li(cid:2)ga(cid:2)on or regulatory ac(cid:2)on against us. Further, any steps taken by the SEC to preclude or limit certain conﬂicts of interest may make it more diﬃcult for our funds to pursue transac(cid:2)ons that may otherwise be a(cid:3)rac(cid:2)ve to the fund and its investors, which may adversely impact fund performance. Conﬂicts of interest may arise in our alloca(cid:2)on of co-investment opportuni(cid:2)es. Poten(cid:2)al conﬂicts will arise with respect to our decisions regarding how to allocate co-investment opportuni(cid:2)es among investors and the terms of any such co-investments. As a general ma(cid:3)er, our alloca(cid:2)on of co-investment opportuni(cid:2)es is within our discre(cid:2)on and there can be no assurance that co-investment opportuni(cid:2)es of any par(cid:2)cular type or amount will become available to any of our investors. We may take into account a variety of factors and considera(cid:2)ons we deem relevant in alloca(cid:2)ng co-investment opportuni(cid:2)es, including, without limita(cid:2)on, whether a poten(cid:2)al co-investor has expressed an interest in evalua(cid:2)ng co-investment opportuni(cid:2)es, our assessment of a poten(cid:2)al co-investor’s ability to invest an amount of capital that ﬁts the needs of the investment and our assessment of a poten(cid:2)al co-investor’s ability to commit to a co-investment opportunity within the required (cid:2)meframe of the par(cid:2)cular transac(cid:2)on. 57 Our fund documents typically do not mandate speciﬁc alloca(cid:2)ons with respect to co-investments. The investment advisers of our funds may have an incen(cid:2)ve to provide poten(cid:2)al co-investment opportuni(cid:2)es to certain investors in lieu of others and/or in lieu of an alloca(cid:2)on to our funds (including, for example, as part of an investor’s overall strategic rela(cid:2)onship with us) if such alloca(cid:2)ons are expected to generate rela(cid:2)vely greater fees or Performance Alloca(cid:2)ons to us than would arise if such co-investment opportuni(cid:2)es were allocated otherwise. Co-investment arrangements may be structured through one or more of our investment vehicles, and in such circumstances co-investors will generally bear the costs and expenses thereof (which may lead to conﬂicts of interest regarding the alloca(cid:2)on of costs and expenses between such co-investors and investors in our funds). The terms of any such exis(cid:2)ng and future co-investment vehicles may diﬀer materially, and in some instances may be more favorable to us, than the terms of certain of our funds or prior co-investment vehicles, and such diﬀerent terms may create an incen(cid:2)ve for us to allocate a greater or lesser percentage of an investment opportunity to such co-investment vehicles. There can be no assurance that any conﬂicts of interest will be resolved in favor of any par(cid:2)cular investment funds or investors (including any applicable co-investors). Valua(cid:2)on methodologies for certain assets in our funds can be subject to a signiﬁcant degree of subjec(cid:2)vity and judgment, and the fair value of assets established pursuant to such methodologies may never be realized, which could result in signiﬁcant losses for our funds and the reduc(cid:2)on of Management Fees and/or Performance Revenues. Our investment funds make investments in illiquid investments or ﬁnancial instruments for which there is li(cid:3)le, if any, market ac(cid:2)vity. We determine the value of such investments and ﬁnancial instruments on at least a quarterly basis based on the fair value of such investments as determined in accordance with GAAP. The fair value of such investments and ﬁnancial instruments is generally determined using a primary methodology and corroborated by a secondary methodology. Methodologies are used on a consistent basis and described in Blackstone’s and the investment funds’ valua(cid:2)on policies. The determina(cid:2)on of fair value using these methodologies takes into considera(cid:2)on a range of factors including, but not limited to, the price at which the investment was acquired, the nature of the investment, local market condi(cid:2)ons, trading values on public exchanges for comparable securi(cid:2)es, current and projected opera(cid:2)ng performance and ﬁnancing transac(cid:2)ons subsequent to the acquisi(cid:2)on of the investment. These valua(cid:2)on methodologies involve a signiﬁcant degree of management judgment. For example, as to investments that we share with another sponsor, we may apply a diﬀerent valua(cid:2)on methodology than the other sponsor does or derive a diﬀerent value than the other sponsor has derived on the same investment. These diﬀerences might cause some investors to ques(cid:2)on our valua(cid:2)ons. In addi(cid:2)on, the use of diﬀerent underlying assump(cid:2)ons, es(cid:2)mates, methodologies and/or judgments in the determina(cid:2)on of the value of certain investments and ﬁnancial instruments could poten(cid:2)ally produce materially diﬀerent results. See “Part II. Item 7. Management’s Discussion and Analysis of Financial Condi(cid:2)on and Results of Opera(cid:2)on — Cri(cid:2)cal Accoun(cid:2)ng Policies” for an overview of our fair value policy and the signiﬁcant judgment required in the applica(cid:2)on thereof. Because there is signiﬁcant uncertainty in the valua(cid:2)on of, or in the stability of the value of illiquid investments, the fair values of such investments as reﬂected in an investment fund’s net asset value do not necessarily reﬂect the prices that would actually be obtained by us on behalf of the investment fund when such investments are realized. Realiza(cid:2)ons at values lower than the values at which investments have been reﬂected in prior fund net asset values would result in reduced gains or losses for the applicable fund, a decline in certain asset management fees and the reduc(cid:2)on in poten(cid:2)al Performance Alloca(cid:2)ons and Incen(cid:2)ve Fees. Changes in values of investments from quarter to quarter may result in vola(cid:2)lity in our investment funds’ net asset value, our investment in, or fees from, those funds and the results of opera(cid:2)ons and cash ﬂow that we report from period to period. Further, a situa(cid:2)on where asset values turn out to be materially diﬀerent than values reﬂected in prior fund net asset values could cause investors to lose conﬁdence in us, which would in turn result in diﬃculty in raising addi(cid:2)onal funds or redemp(cid:2)ons from funds where investors hold redemp(cid:2)on rights. 58 If we are unable to consummate or successfully integrate addi(cid:2)onal development opportuni(cid:2)es, acquisi(cid:2)ons or joint ventures, we may not be able to implement our growth strategy successfully. Our growth strategy is based, in part, on the selec(cid:2)ve development or acquisi(cid:2)on of asset management businesses or other businesses complementary to our business where we think we can add substan(cid:2)al value or generate substan(cid:2)al returns. The success of this strategy will depend on, among other things: (a) the availability of suitable opportuni(cid:2)es, (b) the level of compe(cid:2)(cid:2)on from other companies that may have greater ﬁnancial resources, (c) our ability to value poten(cid:2)al development or acquisi(cid:2)on opportuni(cid:2)es accurately and nego(cid:2)ate acceptable terms for those opportuni(cid:2)es, (d) our ability to obtain requisite approvals and licenses from the relevant governmental authori(cid:2)es and to comply with applicable laws and regula(cid:2)ons without incurring undue costs and delays and (e) our ability to iden(cid:2)fy and enter into mutually beneﬁcial rela(cid:2)onships with venture partners. Moreover, even if we are able to iden(cid:2)fy and successfully complete an acquisi(cid:2)on, we may encounter unexpected diﬃcul(cid:2)es or incur unexpected costs associated with integra(cid:2)ng and overseeing the opera(cid:2)ons of the new businesses. If we are not successful in implemen(cid:2)ng our growth strategy, our business, ﬁnancial results and the market price for our common stock may be adversely aﬀected. Our use of borrowings to ﬁnance our business exposes us to risks. We use borrowings to ﬁnance our business opera(cid:2)ons as a public company. We have numerous outstanding notes with various maturity dates as well as a revolving credit facility that matures on November 24, 2025. See “Part II. Item 7. Management’s Discussion and Analysis of Financial Condi(cid:2)on and Results of Opera(cid:2)ons — Liquidity and Capital Resources — Sources and Uses of Liquidity” for further informa(cid:2)on regarding our outstanding borrowings. As borrowings under the credit facility and our outstanding notes mature, we will be required to reﬁnance or repay such borrowings. In order to do so, we may enter into a new facility or issue new notes, each of which could result in higher borrowing costs. We may also issue equity, which would dilute exis(cid:2)ng stockholders. Further, we may choose to repay such borrowings using cash on hand, cash provided by our con(cid:2)nuing opera(cid:2)ons or cash from the sale of our assets, each of which could reduce the amount of cash available to facilitate the growth and expansion of our businesses and pay dividends to our stockholders and opera(cid:2)ng expenses and other obliga(cid:2)ons as they arise. In order to obtain new borrowings, or to extend or reﬁnance exis(cid:2)ng borrowings, we are dependent on the willingness and ability of ﬁnancial ins(cid:2)tu(cid:2)ons such as global banks to extend credit to us on favorable terms, and on our ability to access the debt and equity capital markets, which can be vola(cid:2)le. There is no guarantee that such ﬁnancial ins(cid:2)tu(cid:2)ons will con(cid:2)nue to extend credit to us or that we will be able to access the capital markets to obtain new borrowings or reﬁnance exis(cid:2)ng borrowings when they mature. In addi(cid:2)on, the use of leverage to ﬁnance our business exposes us to the types of risk described in “— Dependence on signiﬁcant leverage in investments by our funds could adversely aﬀect our ability to achieve a(cid:3)rac(cid:2)ve rates of return on those investments.” Interest rates on our and our por(cid:5)olio companies’ outstanding ﬁnancial instruments might be subject to change based on regulatory developments, which could adversely aﬀect our revenue, expenses and the value of those ﬁnancial instruments. LIBOR and certain other ﬂoa(cid:2)ng rate benchmark indices, including, without limita(cid:2)on, the Euro Interbank Oﬀered Rate, Tokyo Interbank Oﬀered Rate, Hong Kong Interbank Oﬀered Rate and Singapore Interbank Oﬀered Rate (collec(cid:2)vely, “IBORs”) have been the subject of na(cid:2)onal, interna(cid:2)onal and regulatory guidance and proposals for reform. These reforms may cause such benchmarks to perform diﬀerently than in the past or have other consequences which cannot be predicted. On November 30, 2020, the FCA, which regulates LIBOR, announced that subject to conﬁrma(cid:2)on following its consulta(cid:2)on with the administrator of LIBOR, it would cease publica(cid:2)on of the one-week and two-month U.S. dollar LIBOR immediately a(cid:7)er December 31, 2021 and cease publica(cid:2)on of the remaining tenors immediately a(cid:7)er June 30, 2023. Addi(cid:2)onally, the Federal Reserve Board has advised banks to stop entering into new U.S. dollar LIBOR based contracts. 59 The Federal Reserve, in conjunc(cid:2)on with the Alterna(cid:2)ve Reference Rates Commi(cid:3)ee, a steering commi(cid:3)ee comprised of large U.S. ﬁnancial ins(cid:2)tu(cid:2)ons, has iden(cid:2)ﬁed the Secured Overnight Financing Rate (“SOFR”), a new index calculated by short-term repurchase agreements, backed by Treasury securi(cid:2)es, as its preferred alterna(cid:2)ve rate for LIBOR. At this (cid:2)me, there remains uncertainty regarding how markets will respond to SOFR or other alterna(cid:2)ve reference rates as the transi(cid:2)on away from the IBOR benchmarks progresses and there remains some uncertainty as to what methods of calcula(cid:2)ng a replacement benchmark will be established or adopted generally, or whether diﬀerent industry bodies, such as the loan market and the deriva(cid:2)ves market, will adopt the same methodologies. In addi(cid:2)on, as part of the transi(cid:2)on to a replacement benchmark, par(cid:2)es may seek to adjust the spreads rela(cid:2)ve to such benchmarks in underlying contractual arrangements. As a result, interest rates on our CLOs and other ﬁnancial instruments (cid:2)ed to IBOR rates, including those where Blackstone or its funds are exposed as lender or borrower, as well as the revenue and expenses associated with those ﬁnancial instruments, may be adversely aﬀected. For example, if lenders demand increases to credit spreads in order to migrate to alterna(cid:2)ve rates due to structural diﬀerences in the reference rates, this could increase our, our por(cid:6)olio companies’ and/or our funds’ interest expense and cost of capital. Further, any uncertainty regarding the con(cid:2)nued use and reliability of any IBOR as a benchmark interest rate could adversely aﬀect the value of our and our por(cid:6)olio companies’ ﬁnancial instruments (cid:2)ed to such rates. There is no guarantee that a transi(cid:2)on from any IBOR to an alterna(cid:2)ve will not result in ﬁnancial market disrup(cid:2)ons or a signiﬁcant increase in vola(cid:2)lity in risk free benchmark rates or borrowing costs to borrowers. Although we have been proac(cid:2)vely nego(cid:2)a(cid:2)ng provisions in our por(cid:6)olio companies’ and lending businesses’ recent debt agreements to provide addi(cid:2)onal ﬂexibility to address the transi(cid:2)on away from IBOR, there is no assurance that we will be able to adequately minimize the risk of disrup(cid:2)on from the discon(cid:2)nua(cid:2)on of IBOR or other changes to benchmark indices. In addi(cid:2)on, meaningful (cid:2)me and eﬀort is required to transi(cid:2)on to the use of new benchmark rates, including with respect to the nego(cid:2)a(cid:2)on and implementa(cid:2)on of any necessary changes to exis(cid:2)ng contractual arrangements and the implementa(cid:2)on of changes to our systems and processes. Nego(cid:2)a(cid:2)ng and implemen(cid:2)ng necessary amendments to our exis(cid:2)ng contractual arrangements may be par(cid:2)cularly costly and (cid:2)me-consuming. We are ac(cid:2)vely managing transi(cid:2)on eﬀorts accordingly. The historical returns a(cid:6)ributable to our funds should not be considered as indica(cid:2)ve of the future results of our funds or of our future results or of any returns expected on an investment in common stock. The historical and poten(cid:2)al future returns of the investment funds that we manage are not directly linked to returns on our common stock. Therefore, any con(cid:2)nued posi(cid:2)ve performance of the investment funds that we manage will not necessarily result in posi(cid:2)ve returns on an investment in our common stock. However, poor performance of the investment funds that we manage would cause a decline in our revenue from such investment funds, and would therefore have a nega(cid:2)ve eﬀect on our performance and in all likelihood the returns on an investment in our common stock. Moreover, with respect to the historical returns of our investment funds: • we may create new funds in the future that reﬂect a diﬀerent asset mix and diﬀerent investment strategies (including funds whose management fees represent a more signiﬁcant propor(cid:2)on of the fees than has historically been the case), as well as a varied geographic and industry exposure as compared to our present funds, and any such new funds could have diﬀerent returns from our exis(cid:2)ng or previous funds, 60 • despite periods of vola(cid:2)lity, including in connec(cid:2)on with the COVID-19 pandemic, market condi(cid:2)ons have been largely favorable in recent years and have recovered meaningfully since the onset of the pandemic, which has helped to generate posi(cid:2)ve performance, par(cid:2)cularly in our private equity and real estate businesses, but there can be no assurance that such condi(cid:2)ons will repeat or that our current or future investment funds will avail themselves of comparable market condi(cid:2)ons, • the rates of returns of our carry funds reﬂect unrealized gains as of the applicable measurement date that may never be realized, which may adversely aﬀect the ul(cid:2)mate value realized from those funds’ investments, • compe(cid:2)(cid:2)on for investment opportuni(cid:2)es resul(cid:2)ng from, among other things, the increased amount of capital invested in alterna(cid:2)ve investment funds con(cid:2)nues to increase, • our investment funds’ returns in some years beneﬁted from investment opportuni(cid:2)es and general market condi(cid:2)ons that may not repeat themselves, our current or future investment funds might not be able to avail themselves of comparable investment opportuni(cid:2)es or market condi(cid:2)ons, and the circumstances under which our current or future funds may make future investments may diﬀer signiﬁcantly from those condi(cid:2)ons prevailing in the past, • • newly established funds may generate lower returns during the period in which they ini(cid:2)ally deploy their capital, and the rates of return reﬂect our historical cost structure, which may vary in the future due to various factors enumerated elsewhere in this report and other factors beyond our control, including changes in laws. The future internal rate of return for any current or future fund may vary considerably from the historical internal rate of return generated by any par(cid:2)cular fund, or for our funds as a whole. In addi(cid:2)on, future returns will be aﬀected by the applicable risks described elsewhere in this Annual Report on Form 10-K, including risks of the industries and businesses in which a par(cid:2)cular fund invests. Dependence on signiﬁcant leverage in investments by our funds could adversely aﬀect our ability to achieve a(cid:6)rac(cid:2)ve rates of return on those investments. Many of our funds’ investments rely heavily on the use of leverage, and our ability to achieve a(cid:3)rac(cid:2)ve rates of return on investments will depend on our ability to access suﬃcient sources of indebtedness at a(cid:3)rac(cid:2)ve rates. For example, in many private equity and real estate investments, indebtedness may cons(cid:2)tute as much as 70% or more of a por(cid:6)olio company’s or real estate asset’s total debt and equity capitaliza(cid:2)on, including debt that may be incurred in connec(cid:2)on with the investment. The absence of available sources of suﬃcient senior debt ﬁnancing for extended periods of (cid:2)me could therefore materially and adversely aﬀect our private equity and real estate businesses. In addi(cid:2)on, in March 2013, the Federal Reserve Board and other U.S. federal banking agencies issued updated leveraged lending guidance covering transac(cid:2)ons characterized by a degree of ﬁnancial leverage. Such guidance may limit the amount or cost of ﬁnancing we are able to obtain for our transac(cid:2)ons, and as a result, the returns on our investments may suﬀer. However, the status of the 2013 leveraged lending guidance remains uncertain following a determina(cid:2)on by the Government Accountability Oﬃce in October 2017 that resulted in such guidance being required to be submi(cid:3)ed to U.S. Congress for review. The possibility exists that, under the current administra(cid:2)on, the U.S. federal bank regulatory agencies could apply the leveraged lending guidance in its current form, or implement a revised or new rule that limits leveraged lending. Such regulatory ac(cid:2)on could limit the amount of funding and increase the cost of ﬁnancing available for leveraged loan borrowers such as Blackstone Tac(cid:2)cal Opportuni(cid:2)es and our corporate private equity business overall. Furthermore, limits on the deduc(cid:2)bility of corporate interest expense could make it more costly to use debt ﬁnancing for our acquisi(cid:2)ons or otherwise have an adverse impact on the cost structure of our transac(cid:2)ons, and could therefore adversely aﬀect the returns on our funds’ investments. See “— Changes in U.S. and foreign taxa(cid:2)on of businesses and other tax laws, regula(cid:2)ons or trea(cid:2)es or an adverse interpreta(cid:2)on of these items by tax authori(cid:2)es could adversely aﬀect us, including by adversely impac(cid:2)ng our eﬀec(cid:2)ve tax rate and tax liability.” 61 In addi(cid:2)on, an increase in either the general levels of interest rates or in the risk spread demanded by sources of indebtedness would make it more expensive to ﬁnance those businesses’ investments. See “— An increase in interest rates and other changes in the ﬁnancial markets could nega(cid:2)vely impact the values of certain assets or investments and the ability of our funds and their por(cid:6)olio companies to access to capital markets on a(cid:3)rac(cid:2)ve terms, which could adversely aﬀect investment and realiza(cid:2)on opportuni(cid:2)es, leading to lower- yielding investments and poten(cid:2)ally decrease our net income.” Investments in highly leveraged en(cid:2)(cid:2)es are inherently more sensi(cid:2)ve to declines in revenues, increases in expenses and interest rates and adverse economic, market and industry developments. The incurrence of a signiﬁcant amount of indebtedness by an en(cid:2)ty could, among other things: • • give rise to an obliga(cid:2)on to make mandatory pre-payments of debt using excess cash ﬂow, which might limit the en(cid:2)ty’s ability to respond to changing industry condi(cid:2)ons to the extent addi(cid:2)onal cash is needed for the response, to make unplanned but necessary capital expenditures or to take advantage of growth opportuni(cid:2)es, limit the en(cid:2)ty’s ability to adjust to changing market condi(cid:2)ons, thereby placing it at a compe(cid:2)(cid:2)ve disadvantage compared to its compe(cid:2)tors who have rela(cid:2)vely less debt, • allow even moderate reduc(cid:2)ons in opera(cid:2)ng cash ﬂow to render it unable to service its indebtedness, leading to a bankruptcy or other reorganiza(cid:2)on of the en(cid:2)ty and a loss of part or all of the equity investment in it, • • limit the en(cid:2)ty’s ability to engage in strategic acquisi(cid:2)ons that might be necessary to generate a(cid:3)rac(cid:2)ve returns or further growth, and limit the en(cid:2)ty’s ability to obtain addi(cid:2)onal ﬁnancing or increase the cost of obtaining such ﬁnancing, including for capital expenditures, working capital or general corporate purposes. As a result, the risk of loss associated with a leveraged en(cid:2)ty is generally greater than for companies with compara(cid:2)vely less debt. For example, many investments consummated by private equity sponsors during 2005, 2006 and 2007 that u(cid:2)lized signiﬁcant amounts of leverage subsequently experienced severe economic stress and, in certain cases, defaulted on their debt obliga(cid:2)ons due to a decrease in revenues and cash ﬂow precipitated by the subsequent economic downturn during 2008 and 2009. When our funds’ exis(cid:2)ng por(cid:6)olio investments reach the point when debt incurred to ﬁnance those investments matures in signiﬁcant amounts and must be either repaid or reﬁnanced, those investments may materially suﬀer if they have generated insuﬃcient cash ﬂow to repay maturing debt and there is insuﬃcient capacity and availability in the ﬁnancing markets to permit them to reﬁnance maturing debt on sa(cid:2)sfactory terms, or at all. If a limited availability of ﬁnancing for such purposes were to persist for an extended period of (cid:2)me, when signiﬁcant amounts of the debt incurred to ﬁnance our private equity and real estate funds’ exis(cid:2)ng por(cid:6)olio investments came due, these funds could be materially and adversely aﬀected. Many of the hedge funds in which our funds of hedge funds invest and our credit-focused funds, or CLOs, may choose to use leverage as part of their respec(cid:2)ve investment programs and regularly borrow a substan(cid:2)al amount of their capital. The use of leverage poses a signiﬁcant degree of risk and enhances the possibility of a signiﬁcant loss in the value of the investment por(cid:6)olio. A fund may borrow money from (cid:2)me to (cid:2)me to purchase or carry securi(cid:2)es or may enter into deriva(cid:2)ve transac(cid:2)ons (such as total return swaps) with counterpar(cid:2)es that have embedded leverage. The interest expense and other costs incurred in connec(cid:2)on with such borrowing may not be recovered by apprecia(cid:2)on in the securi(cid:2)es purchased or carried and will be lost — and the (cid:2)ming and magnitude of such losses may be accelerated or exacerbated — in the event of a decline in the market value of such securi(cid:2)es. Gains realized with borrowed funds may cause the fund’s net asset value to increase at a faster rate than would be the case without borrowings. However, if investment results fail to cover the cost of borrowings, the fund’s net asset value could also decrease faster than if there had been no borrowings. 62 Any of the foregoing circumstances could have a material adverse eﬀect on our ﬁnancial condi(cid:2)on, results of opera(cid:2)ons and cash ﬂow. The due diligence process that we undertake in connec(cid:2)on with investments by our investment funds may not reveal all facts and issues that may be relevant in connec(cid:2)on with an investment. When evalua(cid:2)ng a poten(cid:2)al business or asset for investment, we conduct due diligence that we deem reasonable and appropriate based on the facts and circumstances applicable to such investment. When conduc(cid:2)ng due diligence, we may be required to evaluate important and complex issues, including but not limited to those related to business, ﬁnancial, credit risk, tax, accoun(cid:2)ng, ESG, legal and regulatory and macroeconomic trends. With respect to ESG, the nature and scope of our diligence will vary based on the investment, but may include a review of, among other things: energy management, air and water pollu(cid:2)on, land contamina(cid:2)on, diversity, human rights, employee health and safety, accoun(cid:2)ng standards and bribery and corrup(cid:2)on. Selec(cid:2)ng and evalua(cid:2)ng ESG factors is subjec(cid:2)ve by nature, and there is no guarantee that the criteria u(cid:2)lized or judgment exercised by Blackstone or a third-party ESG specialist (if any) will reﬂect the beliefs, values, internal policies or preferred prac(cid:2)ces of any par(cid:2)cular investor or align with the beliefs, values or preferred prac(cid:2)ces of other asset managers or with market trends. The materiality of ESG risks and impacts on an individual poten(cid:2)al investment or por(cid:6)olio as a whole depend on many factors, including the relevant industry, country, asset class and investment style. Outside consultants, legal advisers, accountants and investment banks may be involved in the due diligence process in varying degrees depending on the type of investment. The due diligence inves(cid:2)ga(cid:2)on that we will carry out with respect to any investment opportunity may not reveal or highlight all relevant facts (including fraud) or risks that may be necessary or helpful in evalua(cid:2)ng such investment opportunity and we may not iden(cid:2)fy or foresee future developments that could have a material adverse eﬀect on an investment, including, for example, poten(cid:2)al factors, such as technological disrup(cid:2)on of a speciﬁc company or asset, or an en(cid:2)re industry. Further, some ma(cid:3)ers covered by our diligence, such as ESG, are con(cid:2)nuously evolving and we may not accurately or fully an(cid:2)cipate such evolu(cid:2)on. For instance, our ESG framework does not represent a universally recognized standard for assessing ESG considera(cid:2)ons as there are diﬀerent frameworks and methodologies being implemented by other asset managers, in addi(cid:2)on to numerous interna(cid:2)onal ini(cid:2)a(cid:2)ves on the subject. For example, certain EEA regulatory ini(cid:2)a(cid:2)ves require us to manage and monitor sustainability risks in the por(cid:6)olios of funds managed by our EEA AIFMs, but regulatory expecta(cid:2)ons as to how this should be done are unclear. The steps that we may be obligated to take under these ini(cid:2)a(cid:2)ves in order to manage and report to investors on concentra(cid:2)ons of sustainability risk may make our funds less a(cid:3)rac(cid:2)ve to investors, and any non-compliance with such ini(cid:2)a(cid:2)ves may subject us to regulatory ac(cid:2)on. In addi(cid:2)on, when conduc(cid:2)ng due diligence on investments, including with respect to investments made by our funds of hedge funds in third party hedge funds, we rely on the resources available to us and informa(cid:2)on supplied by third par(cid:2)es, including informa(cid:2)on provided by the target of the investment (or, in the case of investments in a third party hedge fund, informa(cid:2)on provided by such hedge fund or its service providers). The informa(cid:2)on we receive from third par(cid:2)es may not be accurate or complete and therefore we may not have all the relevant facts and informa(cid:2)on necessary to properly assess and monitor our funds’ investment. We and our aﬃliates from (cid:2)me to (cid:2)me are required to report speciﬁed dealings or transac(cid:2)ons involving Iran or other sanc(cid:2)oned individuals or en(cid:2)(cid:2)es. The Iran Threat Reduc(cid:2)on and Syria Human Rights Act of 2012 (“ITRA”) expanded the scope of U.S. sanc(cid:2)ons against Iran. Addi(cid:2)onally, Sec(cid:2)on 219 of the ITRA amended the Exchange Act to require companies subject to SEC repor(cid:2)ng obliga(cid:2)ons under Sec(cid:2)on 13 of the Exchange Act to disclose in their periodic reports speciﬁed dealings or transac(cid:2)ons involving Iran or other individuals and en(cid:2)(cid:2)es targeted by certain OFAC sanc(cid:2)ons engaged in by 63 the repor(cid:2)ng company or any of its aﬃliates during the period covered by the relevant periodic report. In some cases, ITRA requires companies to disclose these types of transac(cid:2)ons even if they were permissible under U.S. law. Companies that currently may be or may have been at the (cid:2)me considered our aﬃliates have from (cid:2)me to (cid:2)me publicly ﬁled and/or provided to us the disclosures reproduced on Exhibit 99.1 of our Quarterly Reports. We do not independently verify or par(cid:2)cipate in the prepara(cid:2)on of these disclosures. We are required to separately ﬁle with the SEC a no(cid:2)ce when such ac(cid:2)vi(cid:2)es have been disclosed in this report, and the SEC is required to post such no(cid:2)ce of disclosure on its website and send the report to the President and certain U.S. Congressional commi(cid:3)ees. The President therea(cid:7)er is required to ini(cid:2)ate an inves(cid:2)ga(cid:2)on and, within 180 days of ini(cid:2)a(cid:2)ng such an inves(cid:2)ga(cid:2)on, determine whether sanc(cid:2)ons should be imposed. Disclosure of such ac(cid:2)vity, even if such ac(cid:2)vity is not subject to sanc(cid:2)ons under applicable law, and any sanc(cid:2)ons actually imposed on us or our aﬃliates as a result of these ac(cid:2)vi(cid:2)es, could harm our reputa(cid:2)on and have a nega(cid:2)ve impact on our business, and any failure to disclose any such ac(cid:2)vi(cid:2)es as required could addi(cid:2)onally result in ﬁnes or penal(cid:2)es. Our asset management ac(cid:2)vi(cid:2)es involve investments in rela(cid:2)vely illiquid assets, and we may fail to realize any proﬁts from these ac(cid:2)vi(cid:2)es for a considerable period of (cid:2)me or lose some or all of our principal investments. Many of our investment funds invest in securi(cid:2)es that are not publicly traded. In many cases, our investment funds may be prohibited by contract or by applicable securi(cid:2)es laws from selling such securi(cid:2)es for a period of (cid:2)me. Our investment funds will generally not be able to sell these securi(cid:2)es publicly unless their sale is registered under applicable securi(cid:2)es laws, or unless an exemp(cid:2)on from such registra(cid:2)on is available. The ability of many of our investment funds, par(cid:2)cularly our private equity funds, to dispose of investments is heavily dependent on the public equity markets. For example, the ability to realize any value from an investment may depend upon the ability to complete an ini(cid:2)al public oﬀering of the por(cid:6)olio company in which such investment is held. Even if the securi(cid:2)es are publicly traded, large holdings of securi(cid:2)es can o(cid:7)en be disposed of only over a substan(cid:2)al length of (cid:2)me, exposing the investment returns to risks of downward movement in market prices during the intended disposi(cid:2)on period. Moreover, because the investment strategy of many of our funds, par(cid:2)cularly our private equity and real estate funds, o(cid:7)en entails our having representa(cid:2)on on our funds’ public por(cid:6)olio company boards, our funds may be restricted in their ability to eﬀect such sales during certain (cid:2)me periods. Accordingly, under certain condi(cid:2)ons, our investment funds may be forced to either sell securi(cid:2)es at lower prices than they had expected to realize or defer — poten(cid:2)ally for a considerable period of (cid:2)me — sales that they had planned to make. We have made and expect to con(cid:2)nue to make signiﬁcant principal investments in our current and future investment funds. Contribu(cid:2)ng capital to these investment funds is risky, and we may lose some or the en(cid:2)re principal amount of our investments. We pursue large or otherwise complex investments, which involve enhanced business, regulatory, legal and other risks. A number of our funds, including our real estate and private equity funds, have invested and intend to con(cid:2)nue to invest in large transac(cid:2)ons or transac(cid:2)ons that otherwise have substan(cid:2)al business, regulatory or legal complexity. In addi(cid:2)on, as we raise new funds, such funds’ mandates may include inves(cid:2)ng in such transac(cid:2)ons. Such investments involve enhanced risks. For example, larger or otherwise complex transac(cid:2)ons may be more diﬃcult, expensive and (cid:2)me-consuming to ﬁnance and execute. In addi(cid:2)on, managing or realizing value from such investments may be more diﬃcult as a result of, among other things, a limited universe of poten(cid:2)al acquirers. In addi(cid:2)on, larger or otherwise complex transac(cid:2)ons may entail a higher level of scru(cid:2)ny by regulators, labor unions and other third par(cid:2)es, as well as a greater risk of unknown and/or con(cid:2)ngent liabili(cid:2)es. Any of these factors could increase the risk that our larger or more complex investments could be less successful and in turn harm the performance of our funds. 64 Larger transac(cid:2)ons may be structured as “consor(cid:2)um transac(cid:2)ons” due to the size of the investment and the amount of capital required to be invested. A consor(cid:2)um transac(cid:2)on involves an equity investment in which two or more investors serve together or collec(cid:2)vely as equity sponsors. We have historically par(cid:2)cipated in a signiﬁcant number of consor(cid:2)um transac(cid:2)ons due to the increased size of many of the transac(cid:2)ons in which we have been involved. Consor(cid:2)um transac(cid:2)ons generally entail a reduced level of control by Blackstone over the investment because governance rights must be shared with the other investors. Accordingly, we may not be able to control decisions rela(cid:2)ng to the investment, including decisions rela(cid:2)ng to the management and opera(cid:2)on of the company and the (cid:2)ming and nature of any exit. In addi(cid:2)on, the consequences to our investment funds of an unsuccessful larger investment could be more severe given the size of the investment. We expect to make investments in companies that are based outside of the United States, which may expose us to addi(cid:2)onal risks not typically associated with inves(cid:2)ng in companies that are based in the United States. Many of our investment funds generally invest a signiﬁcant por(cid:2)on of their assets in the equity, debt, loans or other securi(cid:2)es of issuers located outside the United States. Interna(cid:2)onal investments have increased and we expect will con(cid:2)nue to increase as a propor(cid:2)on of certain of our funds’ por(cid:6)olios in the future. Investments in non-U.S. securi(cid:2)es involve certain factors not typically associated with inves(cid:2)ng in U.S. securi(cid:2)es, including risks rela(cid:2)ng to: • currency exchange ma(cid:3)ers, including ﬂuctua(cid:2)ons in currency exchange rates and costs associated with conversion of investment principal and income from one currency into another, • • less developed or eﬃcient ﬁnancial markets than in the United States, which may lead to poten(cid:2)al price vola(cid:2)lity and rela(cid:2)ve illiquidity, the absence of uniform accoun(cid:2)ng, audi(cid:2)ng and ﬁnancial repor(cid:2)ng standards, prac(cid:2)ces and disclosure requirements and less government supervision and regula(cid:2)on, • changes in laws or clariﬁca(cid:2)ons to exis(cid:2)ng laws that could impact our tax treaty posi(cid:2)ons, which could adversely impact the returns on our investments, • a less developed legal or regulatory environment, diﬀerences in the legal and regulatory environment or enhanced legal and regulatory compliance, heightened exposure to corrup(cid:2)on risk in non-U.S. markets, poli(cid:2)cal hos(cid:2)lity to investments by foreign or private equity investors, reliance on a more limited number of commodity inputs, service providers and/or distribu(cid:2)on mechanisms, higher rates of inﬂa(cid:2)on, higher transac(cid:2)on costs, diﬃculty in enforcing contractual obliga(cid:2)ons, fewer investor protec(cid:2)ons and less publicly available informa(cid:2)on in respect of companies in non-U.S. markets, certain economic and poli(cid:2)cal risks, including poten(cid:2)al exchange control regula(cid:2)ons and restric(cid:2)ons on our non-U.S. investments and repatria(cid:2)on of proﬁts on investments or of capital invested, the risks of poli(cid:2)cal, economic or social instability, the possibility of expropria(cid:2)on or conﬁscatory taxa(cid:2)on and adverse economic and poli(cid:2)cal developments, and the possible imposi(cid:2)on of non-U.S. taxes or withholding on income and gains recognized with respect to such securi(cid:2)es. • • • • • • • • • In addi(cid:2)on, investments in companies that are based outside of the United States may be nega(cid:2)vely impacted by restric(cid:2)ons on interna(cid:2)onal trade or the recent or poten(cid:2)al further imposi(cid:2)on of tariﬀs. See “— Ongoing trade nego(cid:2)a(cid:2)ons and related government ac(cid:2)ons may create regulatory uncertainty for our por(cid:6)olio companies and our investment strategies and adversely aﬀect the proﬁtability of our por(cid:6)olio companies.” 65 There can be no assurance that adverse developments with respect to such risks will not adversely aﬀect our assets that are held in certain countries or the returns from these assets. We may not have suﬃcient cash to pay back “clawback” obliga(cid:2)ons if and when they are triggered under the governing agreements with our investors. In certain circumstances, at the end of the life of a carry fund (or earlier with respect to certain of our real estate funds, real estate debt funds and certain mul(cid:2)-asset class and/or opportunis(cid:2)c investment funds), as a result of diminished performance of later investments in any carry fund’s life, we may be obligated to repay the amount by which Performance Alloca(cid:2)ons that were previously distributed to us exceed the amounts to which the relevant general partner is ul(cid:2)mately en(cid:2)tled on an a(cid:7)er-tax basis. This includes situa(cid:2)ons in which the general partner receives in excess of the relevant Performance Alloca(cid:2)ons applicable to the fund as applied to the fund’s cumula(cid:2)ve net proﬁts over the life of the fund or, in some cases, the fund has not achieved investment returns that exceed the preferred return threshold. This obliga(cid:2)on is known as a “clawback” obliga(cid:2)on and is an obliga(cid:2)on of any person who received such Performance Alloca(cid:2)ons, including us and other par(cid:2)cipants in our Performance Alloca(cid:2)ons plans. Although a por(cid:2)on of any dividends by us to our stockholders may include any Performance Alloca(cid:2)ons received by us, we do not intend to seek fulﬁllment of any clawback obliga(cid:2)on by seeking to have our stockholders return any por(cid:2)on of such dividends a(cid:3)ributable to Performance Alloca(cid:2)ons associated with any clawback obliga(cid:2)on. To the extent we are required to fulﬁll a clawback obliga(cid:2)on, however, our board of directors may determine to decrease the amount of our dividends to our stockholders. The clawback obliga(cid:2)on operates with respect to a given carry fund’s own net investment performance only and performance of other funds are not ne(cid:3)ed for determining this con(cid:2)ngent obliga(cid:2)on. Adverse economic condi(cid:2)ons may increase the likelihood that one or more of our carry funds may be subject to clawback obliga(cid:2)ons upon the end of their respec(cid:2)ve lives (or earlier with respect to certain of our real estate funds, real estate debt funds and certain mul(cid:2)- asset class and/or opportunis(cid:2)c investment funds). To the extent one or more clawback obliga(cid:2)ons were to occur for any one or more carry funds, we might not have available cash at the (cid:2)me such clawback obliga(cid:2)on is triggered to repay the Performance Alloca(cid:2)ons and sa(cid:2)sfy such obliga(cid:2)on. If we were unable to repay such Performance Alloca(cid:2)ons, we would be in breach of the governing agreements with our investors and could be subject to liability. Moreover, although a clawback obliga(cid:2)on is several, the governing agreements of most of our funds provide that to the extent another recipient of Performance Alloca(cid:2)ons (such as a current or former employee) does not fund his or her respec(cid:2)ve share, then we and our employees who par(cid:2)cipate in such Performance Alloca(cid:2)ons plans may have to fund addi(cid:2)onal amounts (generally an addi(cid:2)onal 50-70% beyond our pro-rata share of such obliga(cid:2)ons) beyond what we actually received in Performance Alloca(cid:2)ons, although we retain the right to pursue any remedies that we have under such governing agreements against those Performance Alloca(cid:2)ons recipients who fail to fund their obliga(cid:2)ons. Investors in our hedge funds or open-ended funds may redeem their investments in these funds. In addi(cid:2)on, the investment management agreements related to our separately managed accounts may permit the investor to terminate our management of such account on short no(cid:2)ce. Lastly, investors in certain of our other investment funds have the right to cause these investment funds to be dissolved. Any of these events would lead to a decrease in our revenues, which could be substan(cid:2)al. Investors in our hedge funds may generally redeem their investments on an annual, semi-annual or quarterly basis following, in certain cases, the expira(cid:2)on of a speciﬁed period of (cid:2)me when capital may not be withdrawn, subject to the applicable fund’s speciﬁc redemp(cid:2)on provisions. In addi(cid:2)on, we have certain other open-ended funds, including core+ real estate and certain real estate debt funds, which contain redemp(cid:2)on provisions in their governing documents. In a declining market, many hedge funds and other open- ended funds, including some of our funds, may experience declines in value, and the pace of redemp(cid:2)ons and consequent reduc(cid:2)on in our assets under management could accelerate. Such declines in value may be both provoked and exacerbated by margin calls and forced selling of assets. To the extent appropriate and permissible under a fund’s cons(cid:2)tuent documents, 66 we may limit or suspend redemp(cid:2)ons during a redemp(cid:2)on period, which may have a reputa(cid:2)onal impact on us. See “— Hedge fund investments are subject to numerous addi(cid:2)onal risks.” The decrease in revenues that would result from signiﬁcant redemp(cid:2)ons in our hedge funds and other open-ended funds could have a material adverse eﬀect on our business, revenues, net income and cash ﬂows. We currently manage a signiﬁcant por(cid:2)on of investor assets through separately managed accounts whereby we earn management and/or incen(cid:2)ve fees, and we intend to con(cid:2)nue to seek addi(cid:2)onal separately managed account mandates. The investment management agreements we enter into in connec(cid:2)on with managing separately managed accounts on behalf of certain clients may be terminated by such clients on as li(cid:3)le as 30 days’ prior wri(cid:3)en no(cid:2)ce. In addi(cid:2)on, the boards of directors of the investment management companies we manage could terminate our advisory engagement of those companies, on as li(cid:3)le as 30 days’ prior wri(cid:3)en no(cid:2)ce. In the case of any such termina(cid:2)ons, the management and incen(cid:2)ve fees we earn in connec(cid:2)on with managing such account or company would immediately cease, which could result in a signiﬁcant adverse impact on our revenues. The governing agreements of most of our investment funds (with the excep(cid:2)on of certain of our funds of hedge funds, hedge funds, certain credit-focused and real estate debt funds, and other funds or separately managed accounts for the beneﬁt of one or more speciﬁed investors) provide that, subject to certain condi(cid:2)ons, third party investors in those funds have the right to remove the general partner of the fund or to accelerate the termina(cid:2)on date of the investment fund without cause by a majority or supermajority vote, resul(cid:2)ng in a reduc(cid:2)on in management fees we would earn from such investment funds and a signiﬁcant reduc(cid:2)on in the amounts of Performance Alloca(cid:2)ons and Incen(cid:2)ve Fees from those funds. Performance Alloca(cid:2)ons and Incen(cid:2)ve Fees could be signiﬁcantly reduced as a result of our inability to maximize the value of investments by an investment fund during the liquida(cid:2)on process or in the event of the triggering of a “clawback” obliga(cid:2)on. In addi(cid:2)on, the governing agreements of our investment funds provide that in the event certain “key persons” in our investment funds do not meet speciﬁed (cid:2)me commitments with regard to managing the fund, then investors in certain funds have the right to vote to terminate the investment period by a speciﬁed percentage (including, in certain cases, a simple majority) vote in accordance with speciﬁed procedures, accelerate the withdrawal of their capital on an investor-by-investor basis, or the fund’s investment period will automa(cid:2)cally terminate and a speciﬁed percentage (including, in certain cases, a simple majority) vote of investors is required to restart it. In addi(cid:2)on, the governing agreements of some of our investment funds provide that investors have the right to terminate, for any reason, the investment period by a vote of 75% of the investors in such fund. In addi(cid:2)on to having a signiﬁcant nega(cid:2)ve impact on our revenue, net income and cash ﬂow, the occurrence of such an event with respect to any of our investment funds would likely result in signiﬁcant reputa(cid:2)onal damage to us. In addi(cid:2)on, because all of our investment funds have advisers that are registered under the Advisers Act, an “assignment” of the management agreements of all of our investment funds (which may be deemed to occur in the event these advisers were to experience a change of control) would generally be prohibited without investor consent. We cannot be certain that consents required for assignments of our investment management agreements will be obtained if a change of control occurs, which could result in the termina(cid:2)on of such agreements. In addi(cid:2)on, with respect to our 1940 Act registered funds, each investment fund’s investment management agreement must be approved annually by the independent members of such investment fund’s board of directors and, in certain cases, by its stockholders, as required by law. Termina(cid:2)on of these agreements would cause us to lose the fees we earn from such investment funds. 67 Third party investors in our investment funds with commitment-based structures may not sa(cid:2)sfy their contractual obliga(cid:2)on to fund capital calls when requested by us, which could adversely aﬀect a fund’s opera(cid:2)ons and performance. Investors in all of our carry funds (and certain of our hedge funds) make capital commitments to those funds that we are en(cid:2)tled to call from those investors at any (cid:2)me during prescribed periods. We depend on investors fulﬁlling their commitments when we call capital from them in order for those funds to consummate investments and otherwise pay their obliga(cid:2)ons (for example, management fees) when due. A default by an investor may also limit a fund’s availability to incur borrowings and avail itself of what would otherwise have been available credit. We have not had investors fail to honor capital calls to any meaningful extent. Any investor that did not fund a capital call would generally be subject to several possible penal(cid:2)es, including having a signiﬁcant amount of its exis(cid:2)ng investment forfeited in that fund. However, the impact of the forfeiture penalty is directly correlated to the amount of capital previously invested by the investor in the fund and if an investor has invested li(cid:3)le or no capital, for instance early in the life of the fund, then the forfeiture penalty may not be as meaningful. Third party investors in private equity, real estate and venture capital funds typically use distribu(cid:2)ons from prior investments to meet future capital calls. In cases where valua(cid:2)ons of investors’ exis(cid:2)ng investments fall and the pace of distribu(cid:2)ons slows, investors may be unable to make new commitments to third party managed investment funds such as those advised by us. If investors were to fail to sa(cid:2)sfy a signiﬁcant amount of capital calls for any par(cid:2)cular fund or funds, the opera(cid:2)on and performance of those funds could be materially and adversely aﬀected. Risk management ac(cid:2)vi(cid:2)es may adversely aﬀect the return on our funds’ investments. When managing our exposure to market risks, we may (on our own behalf or on behalf of our funds) from (cid:2)me to (cid:2)me use forward contracts, op(cid:2)ons, swaps, caps, collars and ﬂoors or pursue other strategies or use other forms of deriva(cid:2)ve instruments to limit our exposure to changes in the rela(cid:2)ve values of investments that may result from market developments, including changes in prevailing interest rates, currency exchange rates and commodity prices. The success of any hedging or other deriva(cid:2)ves transac(cid:2)ons generally will depend on our ability to correctly predict market changes, the degree of correla(cid:2)on between price movements of a deriva(cid:2)ve instrument, the posi(cid:2)on being hedged, the creditworthiness of the counterparty and other factors. As a result, while we may enter into a transac(cid:2)on in order to reduce our exposure to market risks, the transac(cid:2)on may result in poorer overall investment performance than if it had not been executed. Such transac(cid:2)ons may also limit the opportunity for gain if the value of a hedged posi(cid:2)on increases. While such hedging arrangements may reduce certain risks, such arrangements themselves may entail certain other risks. These arrangements may require the pos(cid:2)ng of cash collateral at a (cid:2)me when a fund has insuﬃcient cash or illiquid assets such that the pos(cid:2)ng of the cash is either impossible or requires the sale of assets at prices that do not reﬂect their underlying value. Moreover, these hedging arrangements may generate signiﬁcant transac(cid:2)on costs, including poten(cid:2)al tax costs, that reduce the returns generated by a fund. Finally, the CFTC may in the future require certain foreign exchange products to be subject to mandatory clearing, which could increase the cost of entering into currency hedges. Our real estate funds are subject to the risks inherent in the ownership and opera(cid:2)on of real estate and the construc(cid:2)on and development of real estate. Investments by our real estate funds will be subject to the risks inherent in the ownership and opera(cid:2)on of real estate and real estate-related businesses and assets. Such investments are subject to the poten(cid:2)al for deteriora(cid:2)on of real estate fundamentals and the risk of adverse changes in local market and economic condi(cid:2)ons, which may include changes in supply of and demand for compe(cid:2)ng proper(cid:2)es in an area, ﬂuctua(cid:2)ons in the average occupancy and room rates for hotel proper(cid:2)es, changes in the ﬁnancial resources of tenants, depressed travel ac(cid:2)vity, changes in interest rates and related increases in borrowing costs, and the lack of availability of mortgage funds, which may render the sale or reﬁnancing of proper(cid:2)es diﬃcult or imprac(cid:2)cable. In addi(cid:2)on, investments in real estate and real estate-related businesses and assets may be subject to the risk of environmental and con(cid:2)ngent liabili(cid:2)es upon disposi(cid:2)on of assets, casualty or condemna(cid:2)ons losses, energy and supply shortages, natural disasters, climate change related risks (including climate- related transi(cid:2)on risks and acute and chronic physical risks), acts of god, terrorist a(cid:3)acks, war and other events that are beyond our control, and various uninsured or uninsurable risks. Further, investments in real estate and real estate-related businesses and assets are subject to changes in law and regula(cid:2)on, including in respect of building, environmental and zoning laws, rent control and other regula(cid:2)ons impac(cid:2)ng our residen(cid:2)al real estate investments and changes to tax laws 68 and regula(cid:2)ons, including real property and income tax rates and the taxa(cid:2)on of business en(cid:2)(cid:2)es and the deduc(cid:2)bility of corporate interest expense. In addi(cid:2)on, if our real estate funds acquire direct or indirect interests in undeveloped land or underdeveloped real property, which may o(cid:7)en be non-income producing, they will be subject to the risks normally associated with such assets and development ac(cid:2)vi(cid:2)es, including risks rela(cid:2)ng to the availability and (cid:2)mely receipt of zoning and other regulatory or environmental approvals, the cost and (cid:2)mely comple(cid:2)on of construc(cid:2)on (including risks beyond the control of our fund, such as weather or labor condi(cid:2)ons or material shortages) and the availability of both construc(cid:2)on and permanent ﬁnancing on favorable terms. Certain of our investment funds may invest in securi(cid:2)es of companies that are experiencing signiﬁcant ﬁnancial or business diﬃcul(cid:2)es, including companies involved in bankruptcy or other reorganiza(cid:2)on and liquida(cid:2)on proceedings. Such investments are subject to a greater risk of poor performance or loss. Certain of our investment funds, especially our credit-focused funds, may invest in business enterprises involved in work-outs, liquida(cid:2)ons, spin-oﬀs, reorganiza(cid:2)ons, bankruptcies and similar transac(cid:2)ons and may purchase high-risk receivables. An investment in such business enterprises entails the risk that the transac(cid:2)on in which such business enterprise is involved either will be unsuccessful, will take considerable (cid:2)me or will result in a distribu(cid:2)on of cash or a new security the value of which will be less than the purchase price to the fund of the security or other ﬁnancial instrument in respect of which such distribu(cid:2)on is received. In addi(cid:2)on, if an an(cid:2)cipated transac(cid:2)on does not in fact occur, the fund may be required to sell its investment at a loss. Investments in troubled companies may also be adversely aﬀected by U.S. federal and state laws rela(cid:2)ng to, among other things, fraudulent conveyances, voidable preferences, lender liability and a bankruptcy court’s discre(cid:2)onary power to disallow, subordinate or disenfranchise par(cid:2)cular claims. Investments in securi(cid:2)es and private claims of troubled companies made in connec(cid:2)on with an a(cid:3)empt to inﬂuence a restructuring proposal or plan of reorganiza(cid:2)on in a bankruptcy case may also involve substan(cid:2)al li(cid:2)ga(cid:2)on. Because there is substan(cid:2)al uncertainty concerning the outcome of transac(cid:2)ons involving ﬁnancially troubled companies, there is a poten(cid:2)al risk of loss by a fund of its en(cid:2)re investment in such company. Moreover, a major economic recession could have a materially adverse impact on the value of such securi(cid:2)es. Adverse publicity and investor percep(cid:2)ons, whether or not based on fundamental analysis, may also decrease the value and liquidity of securi(cid:2)es rated below investment grade or otherwise adversely aﬀect our reputa(cid:2)on. In addi(cid:2)on, at least one federal Circuit Court has determined that an investment fund could be liable for ERISA Title IV pension obliga(cid:2)ons (including withdrawal liability incurred with respect to union mul(cid:2)employer plans) of its por(cid:6)olio companies, if such fund is a “trade or business” and the fund’s ownership interest in the por(cid:6)olio company is signiﬁcant enough to bring the investment fund within the por(cid:6)olio company’s “controlled group.” While a number of cases have held that managing investments is not a “trade or business” for tax purposes, the Circuit Court in this case concluded the investment fund could be a “trade or business” for ERISA purposes based on certain factors, including the fund’s level of involvement in the management of its por(cid:6)olio companies and the nature of its management fee arrangements. Li(cid:2)ga(cid:2)on related to the Circuit Court’s decision suggests that addi(cid:2)onal factors may be relevant for purposes of determining whether an investment fund could face “controlled group” liability under ERISA, including the structure of the investment and the nature of the fund’s rela(cid:2)onship with other aﬃliated investors and co-investors in the por(cid:6)olio company. Moreover, regardless of whether an investment fund is determined to be a “trade or business” for purposes of ERISA, a court might hold that one of the fund’s por(cid:6)olio companies could become jointly and severally liable for another por(cid:6)olio company’s unfunded pension liabili(cid:2)es pursuant to the ERISA “controlled group” rules, depending upon the relevant investment structures and ownership interests as noted above. 69 Investments in energy, manufacturing, infrastructure, real estate and certain other assets may expose us to increased environmental liabili(cid:2)es that are inherent in the ownership of real assets. Ownership of real assets in our funds or vehicles may increase our risk of direct and/or indirect liability under environmental laws that impose, regardless of fault, joint and several liability for the cost of remedia(cid:2)ng contamina(cid:2)on and compensa(cid:2)on for damages. In addi(cid:2)on, changes in environmental laws or regula(cid:2)ons (including climate change ini(cid:2)a(cid:2)ves) or the environmental condi(cid:2)on of an investment may create liabili(cid:2)es that did not exist at the (cid:2)me of acquisi(cid:2)on. Even in cases where we are indemniﬁed by a seller against liabili(cid:2)es arising out of viola(cid:2)ons of environmental laws and regula(cid:2)ons, there can be no assurance as to the ﬁnancial viability of the seller to sa(cid:2)sfy such indemni(cid:2)es or our ability to achieve enforcement of such indemni(cid:2)es. See “— Climate change, climate change- related regula(cid:2)on and sustainability concerns could adversely aﬀect our businesses and the opera(cid:2)ons of our por(cid:6)olio companies, and any ac(cid:2)ons we take or fail to take in response to such ma(cid:3)ers could damage our reputa(cid:2)on.” Investments by our funds in the power and energy industries involve various opera(cid:2)onal, construc(cid:2)on, regulatory and market risks. The development, opera(cid:2)on and maintenance of power and energy genera(cid:2)on facili(cid:2)es involves many risks, including, as applicable, labor issues, start-up risks, breakdown or failure of facili(cid:2)es, lack of suﬃcient capital to maintain the facili(cid:2)es and the dependence on a speciﬁc fuel source. Power and energy genera(cid:2)on facili(cid:2)es in which our funds invest are also subject to risks associated with vola(cid:2)lity in the price of fuel sources and the impact of unusual or adverse weather condi(cid:2)ons or other natural events, such as droughts, as well as the risk of performance below expected levels of output, eﬃciency or reliability. The occurrence of any such items could result in lost revenues and/or increased expenses. In turn, such developments could impair a por(cid:6)olio company’s ability to repay its debt or conduct its opera(cid:2)ons. We may also choose or be required to decommission a power genera(cid:2)on facility or other asset. The decommissioning process could be protracted and result in the incurrence of signiﬁcant ﬁnancial and/or regulatory obliga(cid:2)ons or other uncertain(cid:2)es. Our power and energy sector por(cid:6)olio companies may also face construc(cid:2)on risks typical for power genera(cid:2)on and related infrastructure businesses. Such developments could result in substan(cid:2)al unan(cid:2)cipated delays or expenses and, under certain circumstances, could prevent comple(cid:2)on of construc(cid:2)on ac(cid:2)vi(cid:2)es once undertaken. Delays in the comple(cid:2)on of any power project may result in lost revenues or increased expenses, including higher opera(cid:2)on and maintenance costs related to such por(cid:6)olio company. The power and energy sectors are the subject of substan(cid:2)al and complex laws, rules and regula(cid:2)on by various federal and state regulatory agencies. Failure to comply with applicable laws, rules and regula(cid:2)ons could result in the preven(cid:2)on of opera(cid:2)on of certain facili(cid:2)es or the preven(cid:2)on of the sale of such a facility to a third party, as well as the loss of certain rate authority, refund liability, penal(cid:2)es and other remedies, all of which could result in addi(cid:2)onal costs to a por(cid:6)olio company and adversely aﬀect the investment results. In addi(cid:2)on, the increased scru(cid:2)ny placed by regulators, investors and other market par(cid:2)cipants in the ESG impact of investments made by our energy funds in recent years has nega(cid:2)vely impacted and is likely to con(cid:2)nue to nega(cid:2)vely impact our ability to exit certain of our tradi(cid:2)onal energy investments on favorable terms. The current administra(cid:2)on has focused on climate change policies and has re-joined the Paris Agreement, which includes commitments from countries to reduce their greenhouse gas emissions, among other commitments. Execu(cid:2)ve orders signed by the President placed a temporary moratorium on new oil and gas leasing on public lands and oﬀshore waters. Legisla(cid:2)ve eﬀorts by the administra(cid:2)on or the U.S. Congress to place addi(cid:2)onal limita(cid:2)ons on coal and gas electric genera(cid:2)on, mining and/or explora(cid:2)on could adversely aﬀect our tradi(cid:2)onal energy investments. In addi(cid:2)on, the performance of the investments made by our credit and equity funds in the energy and natural resources markets are also subject to a high degree of market risk, as such investments are likely to be directly or indirectly substan(cid:2)ally dependent upon prevailing prices of oil, natural gas and other commodi(cid:2)es. Oil and natural gas prices are subject to wide ﬂuctua(cid:2)on in response to factors beyond the control of us or our funds’ por(cid:6)olio companies, including rela(cid:2)vely minor changes in the supply and demand for oil and natural gas, market uncertainty, the level of consumer product demand, weather condi(cid:2)ons, climate change ini(cid:2)a(cid:2)ves, governmental regula(cid:2)on, the price and availability of alterna(cid:2)ve fuels, poli(cid:2)cal and economic condi(cid:2)ons in oil producing countries, foreign supply of such commodi(cid:2)es and overall domes(cid:2)c and foreign economic condi(cid:2)ons. These factors make it diﬃcult to predict future commodity price movements with any certainty. 70 Our investments in infrastructure assets may expose us to increased risks that are inherent in the ownership of real assets. Investments in infrastructure assets may expose us to increased risks that are inherent in the ownership of real assets. For example, • Ownership of infrastructure assets may present risk of liability for personal and property injury or impose signiﬁcant opera(cid:2)ng challenges and costs with respect to, for example, compliance with zoning, environmental or other applicable laws. • • Infrastructure asset investments may face construc(cid:2)on risks including, without limita(cid:2)on: (a) labor disputes, shortages of material and skilled labor, or work stoppages, (b) slower than projected construc(cid:2)on progress and the unavailability or late delivery of necessary equipment, (c) less than op(cid:2)mal coordina(cid:2)on with public u(cid:2)li(cid:2)es in the reloca(cid:2)on of their facili(cid:2)es, (d) adverse weather condi(cid:2)ons and unexpected construc(cid:2)on condi(cid:2)ons, (e) accidents or the breakdown or failure of construc(cid:2)on equipment or processes, and (f) catastrophic events such as explosions, ﬁres, terrorist ac(cid:2)vi(cid:2)es and other similar events. These risks could result in substan(cid:2)al unan(cid:2)cipated delays or expenses (which may exceed expected or forecasted budgets) and, under certain circumstances, could prevent comple(cid:2)on of construc(cid:2)on ac(cid:2)vi(cid:2)es once undertaken. Certain infrastructure asset investments may remain in construc(cid:2)on phases for a prolonged period and, accordingly, may not be cash genera(cid:2)ve for a prolonged period. Recourse against the contractor may be subject to liability caps or may be subject to default or insolvency on the part of the contractor. The opera(cid:2)on of infrastructure assets is exposed to poten(cid:2)al unplanned interrup(cid:2)ons caused by signiﬁcant catastrophic or force majeure events. These risks could, among other eﬀects, adversely impact the cash ﬂows available from investments in infrastructure assets, cause personal injury or loss of life, damage property, or ins(cid:2)gate disrup(cid:2)ons of service. In addi(cid:2)on, the cost of repairing or replacing damaged assets could be considerable. Repeated or prolonged service interrup(cid:2)ons may result in permanent loss of customers, li(cid:2)ga(cid:2)on, or penal(cid:2)es for regulatory or contractual non-compliance. Force majeure events that are incapable of, or too costly to, cure may also have a permanent adverse eﬀect on an investment. • The management of the business or opera(cid:2)ons of an infrastructure asset may be contracted to a third party management company unaﬃliated with us. Although it would be possible to replace any such operator, the failure of such an operator to adequately perform its du(cid:2)es or to act in ways that are in our best interest, or the breach by an operator of applicable agreements or laws, rules and regula(cid:2)ons, could have an adverse eﬀect on the investment’s ﬁnancial condi(cid:2)on or results of opera(cid:2)ons. Infrastructure investments may involve the subcontrac(cid:2)ng of design and construc(cid:2)on ac(cid:2)vi(cid:2)es in respect of projects, and as a result our investments are subject to the risks that contractual provisions passing liabili(cid:2)es to a subcontractor could be ineﬀec(cid:2)ve, the subcontractor fails to perform services which it has agreed to perform and the subcontractor becomes insolvent. Infrastructure investments o(cid:7)en involve an ongoing commitment to a municipal, state, federal or foreign government or regulatory agencies. The nature of these obliga(cid:2)ons exposes us to a higher level of regulatory control than typically imposed on other businesses and may require us to rely on complex government licenses, concessions, leases or contracts, which may be diﬃcult to obtain or maintain. Infrastructure investments may require operators to manage such investments and such operators’ failure to comply with laws, including prohibi(cid:2)ons against bribing of government oﬃcials, may adversely aﬀect the value of such investments and cause us serious reputa(cid:2)onal and legal harm. Revenues for such investments may rely on contractual agreements for the provision of services with a limited number of counterpar(cid:2)es, and are consequently subject to counterparty 71 default risk. The opera(cid:2)ons and cash ﬂow of infrastructure investments are also more sensi(cid:2)ve to inﬂa(cid:2)on and, in certain cases, commodity price risk. Furthermore, services provided by infrastructure investments may be subject to rate regula(cid:2)ons by government en(cid:2)(cid:2)es that determine or limit prices that may be charged. Similarly, users of applicable services or government en(cid:2)(cid:2)es in response to such users may react nega(cid:2)vely to any adjustments in rates and thus reduce the proﬁtability of such infrastructure investments. Our investments in the life science industry may expose us to increased risks. Investments by BXLS may expose us to increased risks. For example, • BXLS’s strategies include, among others, investments that are referred to as “pharmaceu(cid:2)cal corporate partnership” transac(cid:2)ons. Pharmaceu(cid:2)cal corporate partnership transac(cid:2)ons are risk-sharing collabora(cid:2)ons with biopharmaceu(cid:2)cal and medical device partners on drug and medical device development programs and investments in royalty streams of pre-commercial biopharmaceu(cid:2)cal products. BXLS’s ability to source pharmaceu(cid:2)cal corporate partnership transac(cid:2)ons has been, and will con(cid:2)nue to be, in part dependent on the ability of special purpose development companies to iden(cid:2)fy, diligence, nego(cid:2)ate and in many cases, take the lead in execu(cid:2)ng the agreed development plans with respect to, a pharmaceu(cid:2)cal corporate partnership transac(cid:2)on. Moreover, as such special purpose development companies are jointly owned by us or our aﬃliates and unaﬃliated life sciences investors, we (and our funds) are not the sole beneﬁciaries of such sourcing strategies and capabili(cid:2)es of such special purpose development companies. In addi(cid:2)on, payments to BXLS under such pharmaceu(cid:2)cal corporate partnerships (which can include future royalty or other milestone-based payments) are o(cid:7)en con(cid:2)ngent upon one or more approvals of the applicable product candidate and/or the achievement of certain milestones, including product sales thresholds. In addi(cid:2)on, royalty or other milestone payments to BXLS under pharmaceu(cid:2)cal corporate partnerships are o(cid:7)en con(cid:2)ngent upon one or more approvals or milestone achievements over which BXLS may not have the ability to exercise meaningful control. • Life sciences and healthcare companies are subject to extensive regula(cid:2)on by the U.S. Food and Drug Administra(cid:2)on, similar foreign regulatory authori(cid:2)es and, to a lesser extent, other federal and state agencies. These companies are subject to the expense, delay and uncertainty of the product approval process, and there can be no guarantee that a par(cid:2)cular product candidate will obtain regulatory approval. In addi(cid:2)on, the current regulatory framework may change or addi(cid:2)onal regula(cid:2)ons may arise at any stage during the product development phase of an investment, which may delay or prevent regulatory approval or impact applicable exclusivity periods. If a company in which our funds are invested is unable to obtain regulatory approval for a product candidate, or a product candidate in which our funds are invested does not obtain regulatory approval, in a (cid:2)mely fashion or at all, the value of our investment would be adversely impacted. In addi(cid:2)on, in connec(cid:2)on with certain pharmaceu(cid:2)cal corporate partnership transac(cid:2)ons, our special purpose development companies will be contractually obligated to run clinical trials. Further, a clinical trial (including enrollment therein) or regulatory approval process for pharmaceu(cid:2)cals has and may in the future be delayed, otherwise hindered or abandoned as a result of epidemics (including COVID-19), which could have a nega(cid:2)ve impact on the ability of the investment to engage in trials or receive approvals, and thereby could adversely aﬀect the performance of the investment. In the event such clinical trials do not comply with the complicated regulatory requirements applicable thereto, such special purpose development companies may be subject to regulatory ac(cid:2)ons. In addi(cid:2)on, if legisla(cid:2)on is passed in the U.S. that reduces applicable exclusivity periods for drug or medical device products, this reform could result in price reduc(cid:2)ons at an earlier stage of a product’s life cycle than originally es(cid:2)mated by BXLS, which could reduce the cumula(cid:2)ve ﬁnancial returns on BXLS’s investment in any such product. 72 • • Intellectual property o(cid:7)en cons(cid:2)tutes an important part of a life sciences company’s assets and compe(cid:2)(cid:2)ve strengths, par(cid:2)cularly for royalty mone(cid:2)za(cid:2)on transac(cid:2)ons. To the extent such companies’ intellectual property posi(cid:2)ons with respect to products in which BXLS invests, whether through a royalty mone(cid:2)za(cid:2)on or otherwise, are challenged, invalidated or circumvented, the value of BXLS’s investment may be impaired. The success of a life sciences investment depends in part on the ability of the biopharmaceu(cid:2)cal or medical device companies in whose products BXLS invests to obtain and defend patent rights and other intellectual property rights that are important to the commercializa(cid:2)on of such products. The patent posi(cid:2)ons of such companies can be highly uncertain and o(cid:7)en involve complex legal, scien(cid:2)ﬁc and factual ques(cid:2)ons. The commercial success of products could be compromised if governmental or third party payers do not provide coverage and reimbursement, breach, rescind or modify their contracts or reimbursement policies or delay payments for such products. In both the U.S. and foreign markets, the successful sale of a life sciences company’s product depends on the ability to obtain and maintain adequate coverage and reimbursement from third party payers, including government healthcare programs and private insurance plans. Governments and third party payers con(cid:2)nue to pursue aggressive ini(cid:2)a(cid:2)ves to contain costs and manage drug u(cid:2)liza(cid:2)on and are increasingly focused on the eﬀec(cid:2)veness, beneﬁts and costs of similar treatments, which could result in lower reimbursement rates and narrower popula(cid:2)ons for whom the products in which BXLS invests will be reimbursed by payers. The current administra(cid:2)on may seek to modify coverage and reimbursement policies for life sciences companies’ products; however, it remains unclear how and when, if at all, the administra(cid:2)on will take such ac(cid:2)ons. To the extent an investment made by BXLS relies in whole or in part on royal(cid:2)es or other payments based on product sales, adequate third party payer reimbursement may not be available to enable price levels for the product suﬃcient for BXLS to realize an appropriate return on the investment. The ﬁnancial projec(cid:2)ons of our funds’ por(cid:5)olio companies could prove inaccurate. The capital structure of a fund’s por(cid:6)olio company is generally set up at the (cid:2)me of the fund’s investment in the por(cid:6)olio company based on, among other factors, ﬁnancial projec(cid:2)ons prepared by the por(cid:6)olio company’s management. These projected opera(cid:2)ng results will normally be based primarily on judgments of the management of the por(cid:6)olio companies. In all cases, projec(cid:2)ons are only es(cid:2)mates of future results that are based upon assump(cid:2)ons made at the (cid:2)me that the projec(cid:2)ons are developed. General economic condi(cid:2)ons, which are not predictable, along with other factors may cause actual performance to fall short of ﬁnancial projec(cid:2)ons. Because of the leverage we typically employ in our investments, this could cause a substan(cid:2)al decrease in the value of our equity holdings in the por(cid:6)olio company. The inaccuracy of ﬁnancial projec(cid:2)ons could thus cause our funds’ performance to fall short of our expecta(cid:2)ons. Our funds may be forced to dispose of investments at a disadvantageous (cid:2)me. Our funds may make investments of which they do not advantageously dispose of prior to the date the applicable fund is dissolved, either by expira(cid:2)on of such fund’s term or otherwise. Although we generally expect that our funds will dispose of investments prior to dissolu(cid:2)on or that investments will be suitable for in-kind distribu(cid:2)on at dissolu(cid:2)on, we may not be able to do so. The general partners of our funds have only a limited ability to extend the term of the fund with the consent of fund investors or the advisory board of the fund, as applicable, and therefore, we may be required to sell, distribute or otherwise dispose of investments at a disadvantageous (cid:2)me prior to dissolu(cid:2)on. This would result in a lower than expected return on the investments and, perhaps, on the fund itself. 73 Hedge fund investments are subject to numerous addi(cid:2)onal risks. Investments by our funds of hedge funds in other hedge funds, as well as investments by our credit-focused, real estate debt and other hedge funds and similar products, are subject to numerous addi(cid:2)onal risks, including the following: • Certain of the funds in which we invest are newly established funds without any opera(cid:2)ng history or are managed by management companies or general partners who may not have as signiﬁcant track records as a more established manager. • Generally, the execu(cid:2)on of third-party hedge funds’ investment strategies is subject to the sole discre(cid:2)on of the management company or the general partner of such funds and we have no ability to control such investment ac(cid:2)vi(cid:2)es. • Hedge funds may engage in specula(cid:2)ve trading strategies, including short selling, which is subject to the theore(cid:2)cally unlimited risk of loss because there is no limit on how much the price of a security may appreciate before the short posi(cid:2)on is closed out. A fund may be subject to losses if a security lender demands return of the lent securi(cid:2)es and an alterna(cid:2)ve lending source cannot be found or if the fund is otherwise unable to borrow securi(cid:2)es that are necessary to hedge or cover its posi(cid:2)ons. • Hedge funds are exposed to the risk that a counterparty will not se(cid:3)le a transac(cid:2)on in accordance with its terms and condi(cid:2)ons because of a dispute over the terms of the contract (whether or not bona ﬁde) or because of a credit or liquidity problem or otherwise, thus causing the fund to suﬀer a loss. Counterparty risk is accentuated for contracts with longer maturi(cid:2)es where events may intervene to prevent se(cid:3)lement, or where the fund has concentrated its transac(cid:2)ons with a single or small group of counterpar(cid:2)es. Generally, hedge funds are not restricted from dealing with any par(cid:2)cular counterparty or from concentra(cid:2)ng any or all of their transac(cid:2)ons with one counterparty. Moreover, the funds’ internal considera(cid:2)on of the creditworthiness of their counterpar(cid:2)es may prove insuﬃcient. The absence of a regulated market to facilitate se(cid:3)lement may increase the poten(cid:2)al for losses. • Credit risk may arise through a default by one of several large ins(cid:2)tu(cid:2)ons that are dependent on one another to meet their liquidity or opera(cid:2)onal needs, so that a default by one ins(cid:2)tu(cid:2)on causes a series of defaults by the other ins(cid:2)tu(cid:2)ons. This “systemic risk” may adversely aﬀect the ﬁnancial intermediaries (such as clearing agencies, clearing houses, banks, securi(cid:2)es ﬁrms and exchanges) with which the hedge funds interact on a daily basis. • The eﬃcacy of investment and trading strategies depend largely on the ability to establish and maintain an overall market posi(cid:2)on in a combina(cid:2)on of ﬁnancial instruments. A hedge fund’s trading orders may not be executed in a (cid:2)mely and eﬃcient manner due to various circumstances, including systems failures or human error. In such event, the funds might only be able to acquire some but not all of the components of the posi(cid:2)on, or if the overall posi(cid:2)on were to need adjustment, the funds might not be able to make such adjustment. As a result, the funds would not be able to achieve the market posi(cid:2)on selected by the management company or general partner of such funds, and might incur a loss in liquida(cid:2)ng their posi(cid:2)on. • Hedge funds are subject to risks due to poten(cid:2)al illiquidity of assets. Hedge funds may make investments or hold trading posi(cid:2)ons in markets that are vola(cid:2)le and which may become illiquid. Timely dives(cid:2)ture or sale of trading posi(cid:2)ons can be impaired by decreased trading volume, increased price vola(cid:2)lity, concentrated trading posi(cid:2)ons, limita(cid:2)ons on the ability to transfer posi(cid:2)ons in highly specialized or structured transac(cid:2)ons to which they may be a party, and changes in industry and government regula(cid:2)ons. It may be impossible or costly for hedge funds to liquidate posi(cid:2)ons rapidly in order to meet margin calls, withdrawal requests or otherwise, par(cid:2)cularly if there are other market par(cid:2)cipants seeking to dispose of similar assets at the same (cid:2)me or the relevant market is otherwise moving against a posi(cid:2)on or in the event of trading halts or daily price movement limits on the market or otherwise. Any “gate” or similar limita(cid:2)on on withdrawals with respect to hedge funds may not be eﬀec(cid:2)ve in mi(cid:2)ga(cid:2)ng such risk. Moreover, these risks may be exacerbated for our funds of hedge funds. For example, if one of our funds of hedge funds were to invest a signiﬁcant por(cid:2)on of its assets in two or more hedge funds that each had illiquid posi(cid:2)ons in the same issuer, the illiquidity risk for our funds of hedge funds would be compounded. For example, in 2008 many hedge funds, including some of our hedge funds, experienced 74 signiﬁcant declines in value. In many cases, these declines in value were both provoked and exacerbated by margin calls and forced selling of assets. Moreover, certain of our funds of hedge funds were invested in third party hedge funds that halted redemp(cid:2)ons in the face of illiquidity and other issues, which precluded those funds of hedge funds from receiving their capital back on request. • Hedge fund investments are subject to risks rela(cid:2)ng to investments in commodi(cid:2)es, futures, op(cid:2)ons and other deriva(cid:2)ves, the prices of which are highly vola(cid:2)le and may be subject to the theore(cid:2)cally unlimited risk of loss in certain circumstances, including if the fund writes a call op(cid:2)on. Price movements of commodi(cid:2)es, futures and op(cid:2)ons contracts and payments pursuant to swap agreements are inﬂuenced by, among other things, interest rates, changing supply and demand rela(cid:2)onships, trade, ﬁscal, monetary and exchange control programs and policies of governments and na(cid:2)onal and interna(cid:2)onal poli(cid:2)cal and economic events and policies. The value of futures, op(cid:2)ons and swap agreements also depends upon the price of the commodi(cid:2)es underlying them and prevailing exchange rates. In addi(cid:2)on, hedge funds’ assets are subject to the risk of the failure of any of the exchanges on which their posi(cid:2)ons trade or of their clearinghouses or counterpar(cid:2)es. Most U.S. commodi(cid:2)es exchanges limit ﬂuctua(cid:2)ons in certain commodity interest prices during a single day by imposing “daily price ﬂuctua(cid:2)on limits” or “daily limits,” the existence of which may reduce liquidity or eﬀec(cid:2)vely curtail trading in par(cid:2)cular markets. As a result of their aﬃlia(cid:2)on with us, our hedge funds may from (cid:2)me to (cid:2)me be restricted from trading in certain securi(cid:2)es (e.g., publicly traded securi(cid:2)es issued by our current or poten(cid:2)al por(cid:6)olio companies). This may limit their ability to acquire and/or subsequently dispose of investments in connec(cid:2)on with transac(cid:2)ons that would otherwise generally be permi(cid:3)ed in the absence of such aﬃlia(cid:2)on. We are subject to risks in using prime brokers, custodians, counterpar(cid:2)es, administrators and other agents. Many of our funds depend on the services of prime brokers, custodians, counterpar(cid:2)es, administrators and other agents to carry out certain securi(cid:2)es and deriva(cid:2)ves transac(cid:2)ons. The terms of these contracts are o(cid:7)en customized and complex, and many of these arrangements occur in markets or relate to products that are not subject to regulatory oversight, although the Dodd-Frank Act and the European Market Infrastructure Regula(cid:2)on provides for regula(cid:2)on of the deriva(cid:2)ves market. In par(cid:2)cular, some of our funds u(cid:2)lize prime brokerage arrangements with a rela(cid:2)vely limited number of counterpar(cid:2)es, which has the eﬀect of concentra(cid:2)ng the transac(cid:2)on volume (and related counterparty default risk) of these funds with these counterpar(cid:2)es. Our funds are subject to the risk that the counterparty to one or more of these contracts defaults, either voluntarily or involuntarily, on its performance under the contract. Any such default may occur suddenly and without no(cid:2)ce to us. Moreover, if a counterparty defaults, we may be unable to take ac(cid:2)on to cover our exposure, either because we lack contractual recourse or because market condi(cid:2)ons make it diﬃcult to take eﬀec(cid:2)ve ac(cid:2)on. This inability could occur in (cid:2)mes of market stress, which is when defaults are most likely to occur. In addi(cid:2)on, our risk management process may not accurately an(cid:2)cipate the impact of market stress or counterparty ﬁnancial condi(cid:2)on, and as a result, we may not have taken suﬃcient ac(cid:2)on to reduce our risks eﬀec(cid:2)vely. Default risk may arise from events or circumstances that are diﬃcult to detect, foresee or evaluate. In addi(cid:2)on, concerns about, or a default by, one large par(cid:2)cipant could lead to signiﬁcant liquidity problems for other par(cid:2)cipants, which may in turn expose us to signiﬁcant losses. Although we have risk management processes to ensure that we are not exposed to a single counterparty for signiﬁcant periods of (cid:2)me, given the large number and size of our funds, we o(cid:7)en have large posi(cid:2)ons with a single counterparty. For example, most of our funds have credit lines. If the lender under one or more of those credit lines were to become insolvent, we may have diﬃculty replacing the credit line and one or more of our funds may face liquidity problems. 75 In the event of a counterparty default, par(cid:2)cularly a default by a major investment bank or a default by a counterparty to a signiﬁcant number of our contracts, one or more of our funds may have outstanding trades that they cannot se(cid:3)le or are delayed in se(cid:3)ling. As a result, these funds could incur material losses and the resul(cid:2)ng market impact of a major counterparty default could harm our businesses, results of opera(cid:2)on and ﬁnancial condi(cid:2)on. In addi(cid:2)on, under certain local clearing and se(cid:3)lement regimes in Europe, we or our funds could be subject to se(cid:3)lement discipline ﬁnes. See “— Complex regulatory regimes and poten(cid:2)al regulatory changes in jurisdic(cid:2)ons outside the United States could adversely aﬀect our business.” In the event of the insolvency of a prime broker, custodian, counterparty or any other party that is holding assets of our funds as collateral, our funds might not be able to recover equivalent assets in full as they will rank among the prime broker’s, custodian’s or counterparty’s unsecured creditors in rela(cid:2)on to the assets held as collateral. In addi(cid:2)on, our funds’ cash held with a prime broker, custodian or counterparty generally will not be segregated from the prime broker’s, custodian’s or counterparty’s own cash, and our funds may therefore rank as unsecured creditors in rela(cid:2)on thereto. If our deriva(cid:2)ves transac(cid:2)ons are cleared through a deriva(cid:2)ves clearing organiza(cid:2)on, the CFTC has issued ﬁnal rules regula(cid:2)ng the segrega(cid:2)on and protec(cid:2)on of collateral posted by customers of cleared and uncleared swaps. The CFTC is also working to provide new guidance regarding prime broker arrangements and intermedia(cid:2)on generally with regard to trading on swap execu(cid:2)on facili(cid:2)es. The counterparty risks that we face have increased in complexity and magnitude as a result of disrup(cid:2)on in the ﬁnancial markets in recent years. For example, in certain areas the number of counterpar(cid:2)es we face has increased and may con(cid:2)nue to increase, which may result in increased complexity and monitoring costs. Conversely, in certain other areas, the consolida(cid:2)on and elimina(cid:2)on of counterpar(cid:2)es has increased our concentra(cid:2)on of counterparty risk and decreased the universe of poten(cid:2)al counterpar(cid:2)es, and our funds are generally not restricted from dealing with any par(cid:2)cular counterparty or from concentra(cid:2)ng any or all of their transac(cid:2)ons with one counterparty. In addi(cid:2)on, counterpar(cid:2)es have in the past and may in the future react to market vola(cid:2)lity by (cid:2)ghtening underwri(cid:2)ng standards and increasing margin requirements for all categories of ﬁnancing, which may decrease the overall amount of leverage available and increase the costs of borrowing. Underwri(cid:2)ng ac(cid:2)vi(cid:2)es by our capital markets services business expose us to risks. Blackstone Securi(cid:2)es Partners L.P. may act as an underwriter, syndicator or placement agent in securi(cid:2)es oﬀerings and, through aﬃliated en(cid:2)(cid:2)es, loan syndica(cid:2)ons. We may incur losses and be subject to reputa(cid:2)onal harm to the extent that, for any reason, we are unable to sell securi(cid:2)es or indebtedness we purchased or placed as an underwriter, syndicator or placement agent at the an(cid:2)cipated price levels or at all. As an underwriter, syndicator or placement agent, we also may be subject to liability for material misstatements or omissions in prospectuses and other oﬀering documents rela(cid:2)ng to oﬀerings we underwrite, syndicate or place. Risks Related to Our Organiza(cid:2)onal Structure The signiﬁcant vo(cid:2)ng power of holders of our Series I preferred stock and Series II preferred stock may limit the ability of holders of our common stock to inﬂuence our business. Holders of our common stock are en(cid:2)tled to vote pursuant to Delaware law with respect to: • • • A conversion of the legal en(cid:2)ty form of Blackstone, A transfer, domes(cid:2)ca(cid:2)on or con(cid:2)nuance of Blackstone to a foreign jurisdic(cid:2)on, Any amendment of our cer(cid:2)ﬁcate of incorpora(cid:2)on to change the par value of our common stock or the powers, preferences or special rights of our common stock in a way that would aﬀect our common stock adversely, • Any amendment of our cer(cid:2)ﬁcate of incorpora(cid:2)on that requires for ac(cid:2)on the vote of a greater number or por(cid:2)on of the holders of common stock than is required by any sec(cid:2)on of Delaware law, and • Any amendment of our cer(cid:2)ﬁcate of incorpora(cid:2)on to elect to become a close corpora(cid:2)on under Delaware law. 76 In addi(cid:2)on, our cer(cid:2)ﬁcate of incorpora(cid:2)on provides vo(cid:2)ng rights to holders of our common stock on the following addi(cid:2)onal ma(cid:3)ers: • • • • A sale, exchange or disposi(cid:2)on of all or substan(cid:2)ally all of our assets, A merger, consolida(cid:2)on or other business combina(cid:2)on, Any amendment of our cer(cid:2)ﬁcate of incorpora(cid:2)on or bylaws enlarging the obliga(cid:2)ons of the common stockholders, Any amendment of our cer(cid:2)ﬁcate of incorpora(cid:2)on requiring the vote of the holders of a percentage of the vo(cid:2)ng power of the outstanding common stock and Series I preferred stock, vo(cid:2)ng together as a single class, to take any ac(cid:2)on in a manner that would have the eﬀect of reducing such vo(cid:2)ng percentage, and • Any amendments of our cer(cid:2)ﬁcate of incorpora(cid:2)on that are not included in the speciﬁed set of amendments that the Series II Preferred Stockholder has the sole right to vote on. Furthermore, our cer(cid:2)ﬁcate of incorpora(cid:2)on provides that the holders of at least 66 2/3% of the vo(cid:2)ng power of the outstanding shares of common stock and Series I preferred stock may vote to require the Series II Preferred Stockholder to transfer its shares of Series II preferred stock to a successor Series II Preferred Stockholder designated by the holders of at least a majority of the vo(cid:2)ng power of the outstanding shares of common stock and Series I preferred stock. Other ma(cid:3)ers that are required to be submi(cid:3)ed to a vote of the holders of our common stock generally require the approval of a majority the vo(cid:2)ng power of our outstanding shares of common stock and Series I preferred stock, vo(cid:2)ng together as a single class, including certain sales, exchanges or other disposi(cid:2)ons of all or substan(cid:2)ally all of our assets, a merger, consolida(cid:2)on or other business combina(cid:2)on, certain amendments to our cer(cid:2)ﬁcate of incorpora(cid:2)on and the designa(cid:2)on of a successor Series II Preferred Stockholder. Holders of our Series I preferred stock, as such, will collec(cid:2)vely be en(cid:2)tled to a number of votes equal to the aggregate number of Blackstone Holdings Partnership Units held by the limited partners of the Blackstone Holdings Partnerships on the relevant record date and will vote together with holders of our common stock as a single class. As of February 18, 2022, Blackstone Partners L.L.C., an en(cid:2)ty owned by the senior managing directors of Blackstone and controlled by Mr. Schwarzman, owned the only share of Series I preferred stock outstanding, represen(cid:2)ng approximately 40.0% of the total combined vo(cid:2)ng power of the common stock and Series I preferred stock, taken together. Our cer(cid:2)ﬁcate of incorpora(cid:2)on and bylaws contain addi(cid:2)onal provisions aﬀec(cid:2)ng the holders of our common stock, including certain limits on the ability of the holders of our common stock to call mee(cid:2)ngs, to acquire informa(cid:2)on about our opera(cid:2)ons and to inﬂuence the manner or direc(cid:2)on of our management. In addi(cid:2)on, any person that beneﬁcially owns 20% or more of the common stock then outstanding (other than the Series II Preferred Stockholder or its aﬃliates, a direct or subsequently approved transferee of the Series II Preferred Stockholder or its aﬃliates or a person or group that has acquired such stock with the prior approval of our board of directors) is unable to vote such stock on any ma(cid:3)er submi(cid:3)ed to such stockholders. We are not required to comply with certain provisions of U.S. securi(cid:2)es laws rela(cid:2)ng to proxy statements and certain related ma(cid:6)ers. We are not required to ﬁle proxy statements or informa(cid:2)on statements under Sec(cid:2)on 14 of the Exchange Act except in circumstances where a vote of holders of our common stock is required under our cer(cid:2)ﬁcate of incorpora(cid:2)on or Delaware law, such as a merger, business combina(cid:2)on or sale of all or substan(cid:2)ally all of our 77 assets. In addi(cid:2)on, we will generally not be subject to the “say-on-pay” and “say-on-frequency” provisions of the Dodd-Frank Act. As a result, our common shareholders do not have an opportunity to provide a non-binding vote on the compensa(cid:2)on of our named execu(cid:2)ve oﬃcers. Moreover, holders of our common stock are not able to bring ma(cid:3)ers before our annual mee(cid:2)ng of shareholders or nominate directors at such mee(cid:2)ng, nor are they generally able to submit shareholder proposals under Rule 14a-8 of the Exchange Act. We are a controlled company and as a result qualify for some excep(cid:2)ons from certain corporate governance and other requirements of the New York Stock Exchange. Because the Series II Preferred Stockholder holds more than 50% of the vo(cid:2)ng power for the elec(cid:2)on of directors, we are a “controlled company” and fall within excep(cid:2)ons from certain corporate governance and other requirements of the rules of the New York Stock Exchange. Pursuant to these excep(cid:2)ons, controlled companies may elect not to comply with certain corporate governance requirements of the New York Stock Exchange, including the requirements (a) that a majority of our board of directors consist of independent directors, (b) that we have a nomina(cid:2)ng and corporate governance commi(cid:3)ee that is composed en(cid:2)rely of independent directors, (c) that we have a compensa(cid:2)on commi(cid:3)ee that is composed en(cid:2)rely of independent directors, and (d) that the compensa(cid:2)on commi(cid:3)ee be required to consider certain independence factors when engaging compensa(cid:2)on consultants, legal counsel and other commi(cid:3)ee advisers. While we currently have a majority independent board of directors, we have elected to avail ourselves of the other excep(cid:2)ons. Accordingly, our common stockholders generally do not have the same protec(cid:2)ons aﬀorded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE. Poten(cid:2)al conﬂicts of interest may arise among the Series II Preferred Stockholder and the holders of our common stock. Blackstone Group Management L.L.C., an en(cid:2)ty owned by senior managing directors of Blackstone and controlled by Mr. Schwarzman, is the sole holder of the Series II Preferred stock. As a result, conﬂicts of interest may arise among the Series II Preferred Stockholder, on the one hand, and us and our holders of our common stock, on the other hand. The Series II Preferred Stockholder has the ability to inﬂuence our business and aﬀairs through its ownership of Series II Preferred stock, the Series II Preferred Stockholder’s general ability to appoint our board of directors, and provisions under our cer(cid:2)ﬁcate of incorpora(cid:2)on requiring Series II Preferred Stockholder approval for certain corporate ac(cid:2)ons (in addi(cid:2)on to approval by our board of directors). If the holders of our common stock are dissa(cid:2)sﬁed with the performance of our board of directors, they have no ability to remove any of our directors, with or without cause. Further, through its ability to elect our board of directors, the Series II Preferred Stockholder has the ability to indirectly inﬂuence the determina(cid:2)on of the amount and (cid:2)ming of our investments and disposi(cid:2)ons, cash expenditures, indebtedness, issuances of addi(cid:2)onal partnership interests, tax liabili(cid:2)es and amounts of reserves, each of which can aﬀect the amount of cash that is available for distribu(cid:2)on to holders of Blackstone Holdings Partnership Units. In addi(cid:2)on, conﬂicts may arise rela(cid:2)ng to the selec(cid:2)on, structuring and disposi(cid:2)on of investments and other transac(cid:2)ons, declaring dividends and other distribu(cid:2)ons and other ma(cid:3)ers due to the fact that our senior managing directors hold their Blackstone Holdings Partnership Units directly or through pass-through en(cid:2)(cid:2)es that are not subject to corporate income taxa(cid:2)on. See “Part III. Item 13. Certain Rela(cid:2)onships and Related Transac(cid:2)ons, and Director Independence” and “Part III. Item 10. Directors, Execu(cid:2)ve Oﬃcers and Corporate Governance.” 78 Our cer(cid:2)ﬁcate of incorpora(cid:2)on states that the Series II Preferred Stockholder is under no obliga(cid:2)on to consider the separate interests of the other stockholders and contains provisions limi(cid:2)ng the liability of the Series II Preferred Stockholder. Subject to applicable law, our cer(cid:2)ﬁcate of incorpora(cid:2)on contains provisions limi(cid:2)ng the du(cid:2)es owed by the holder of our Series II preferred stock and contains provisions allowing the Series II Preferred Stockholder to favor its own interests and the interests of its controlling persons over us and the holders of our common stock. Our cer(cid:2)ﬁcate of incorpora(cid:2)on contains provisions sta(cid:2)ng that the Series II Preferred Stockholder is under no obliga(cid:2)on to consider the separate interests of the other stockholders (including, without limita(cid:2)on, the tax consequences to such stockholders) in deciding whether or not to authorize us to take (or decline to authorize us to take) any ac(cid:2)on as well as provisions sta(cid:2)ng that the Series II Preferred Stockholder shall not be liable to the other stockholders for damages for any losses, liabili(cid:2)es or beneﬁts not derived by such stockholders in connec(cid:2)on with such decisions. See “— Poten(cid:2)al conﬂicts of interest may arise among the Series II Preferred Stockholder and the holders of our common stock.” The Series II Preferred Stockholder will not be liable to Blackstone or holders of our common stock for any acts or omissions unless there has been a ﬁnal and non-appealable judgment determining that the Series II Preferred Stockholder acted in bad faith or engaged in fraud or willful misconduct and we have also agreed to indemnify the Series II Preferred Stockholder to a similar extent. Even if there is deemed to be a breach of the obliga(cid:2)ons set forth in our cer(cid:2)ﬁcate of incorpora(cid:2)on, our cer(cid:2)ﬁcate of incorpora(cid:2)on provides that the Series II Preferred Stockholder will not be liable to us or the holders of our common stock for any acts or omissions unless there has been a ﬁnal and non-appealable judgment by a court of competent jurisdic(cid:2)on determining that the Series II Preferred Stockholder or its oﬃcers and directors acted in bad faith or engaged in fraud or willful misconduct. These provisions are detrimental to the holders of our common stock because they restrict the remedies available to stockholders for ac(cid:2)ons of the Series II Preferred Stockholder. In addi(cid:2)on, we have agreed to indemnify the Series II Preferred Stockholder and our former general partner and its controlling aﬃliates and any current or former oﬃcer or director of any of Blackstone or its subsidiaries, the Series II Preferred Stockholder or former general partner and certain other speciﬁed persons (collec(cid:2)vely, the “Indemnitees”), to the fullest extent permi(cid:3)ed by law, against any and all losses, claims, damages, liabili(cid:2)es, joint or several, expenses (including legal fees and expenses), judgments, ﬁnes, penal(cid:2)es, interest, se(cid:3)lements or other amounts incurred by any Indemnitee. We have agreed to provide this indemniﬁca(cid:2)on if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corpora(cid:2)on, and with respect to any alleged conduct resul(cid:2)ng in a criminal proceeding against the Indemnitee, such person had no reasonable cause to believe that such person’s conduct was unlawful. We have also agreed to provide this indemniﬁca(cid:2)on for criminal proceedings. The Series II Preferred Stockholder may transfer its interest in the sole share of Series II preferred stock which could materially alter our opera(cid:2)ons. Without the approval of any other stockholder, the Series II Preferred Stockholder may transfer the sole outstanding share of our Series II preferred stock held by it to a third party upon receipt of approval to do so by our board of directors and sa(cid:2)sfac(cid:2)on of certain other requirements. Further, the members or other interest holders of the Series II Preferred Stockholder may sell or transfer all or part of their outstanding equity or other interests in the Series II Preferred Stockholder at any (cid:2)me without our approval. A new holder of our Series II preferred stock or new controlling members of the Series II Preferred Stockholder may appoint directors to our board of directors who have a diﬀerent philosophy and/or investment objec(cid:2)ves from those of our current directors. A new holder of our Series II Preferred stock, new controlling members of the Series II Preferred Stockholder and/or the directors they appoint to our board of directors could also have a diﬀerent philosophy for 79 the management of our business, including the hiring and compensa(cid:2)on of our investment professionals. If any of the foregoing were to occur, we could experience diﬃculty in forming new funds and other investment vehicles and in making new investments, and the value of our exis(cid:2)ng investments, our business, our results of opera(cid:2)ons and our ﬁnancial condi(cid:2)on could materially suﬀer. We intend to pay regular dividends to holders of our common stock, but our ability to do so may be limited by cash ﬂow from opera(cid:2)ons and available liquidity, our holding company structure, applicable provisions of Delaware law and contractual restric(cid:2)ons. Our inten(cid:2)on to pay to holders of common stock a quarterly dividend represen(cid:2)ng approximately 85% of Blackstone Inc.’s share of Distributable Earnings, subject to adjustment by amounts determined by Blackstone’s board of directors to be necessary or appropriate to provide for the conduct of its business, to make appropriate investments in its business and our funds, to comply with applicable law, any of its debt instruments or other agreements, or to provide for future cash requirements such as tax-related payments, clawback obliga(cid:2)ons and dividends to stockholders for any ensuing quarter. All of the foregoing is subject to the qualiﬁca(cid:2)on that the declara(cid:2)on and payment of any dividends are at the sole discre(cid:2)on of our board of directors, and may change at any (cid:2)me, including, without limita(cid:2)on, to reduce such quarterly dividends or to eliminate such dividends en(cid:2)rely. Blackstone Inc. is a holding company and has no material assets other than the ownership of the partnership units in Blackstone Holdings held through wholly owned subsidiaries. Blackstone Inc. has no independent means of genera(cid:2)ng revenue. Accordingly, we intend to cause Blackstone Holdings to make distribu(cid:2)ons to its partners, including Blackstone Inc.’s wholly owned subsidiaries, to fund any dividends Blackstone Inc. may declare on our common stock. Our ability to make dividends to our stockholders will depend on a number of factors, including among others general economic and business condi(cid:2)ons, our strategic plans and prospects, our business and investment opportuni(cid:2)es, our ﬁnancial condi(cid:2)on and opera(cid:2)ng results, including the (cid:2)ming and extent of our realiza(cid:2)ons, working capital requirements and an(cid:2)cipated cash needs, contractual restric(cid:2)ons and obliga(cid:2)ons including fulﬁlling our current and future capital commitments, legal, tax and regulatory restric(cid:2)ons, restric(cid:2)ons and other implica(cid:2)ons on the payment of dividends by us to holders of our common stock or payment of distribu(cid:2)ons by our subsidiaries to us and such other factors as our board of directors may deem relevant. Our ability to pay dividends is also subject to the availability of lawful funds therefor as determined in accordance with the Delaware General Corpora(cid:2)on Law. The amor(cid:2)za(cid:2)on of ﬁnite-lived intangible assets and non-cash equity-based compensa(cid:2)on results in expenses that may increase the net loss we record in certain periods or cause us to record a net loss in periods during which we would otherwise have recorded net income. As of December 31, 2021, we have $284.4 million of ﬁnite-lived intangible assets (in addi(cid:2)on to $1.9 billion of goodwill), net of accumulated amor(cid:2)za(cid:2)on. These ﬁnite-lived intangible assets are from the ini(cid:2)al public oﬀering (“IPO”) and subsequent business acquisi(cid:2)ons. We are amor(cid:2)zing these ﬁnite-lived intangibles over their es(cid:2)mated useful lives, which range from three to twenty years, using the straight-line method, with a weighted-average remaining amor(cid:2)za(cid:2)on period of 7.2 years as of December 31, 2021. We also record non-cash equity-based compensa(cid:2)on from grants made in the ordinary course of business and in connec(cid:2)on with other business acquisi(cid:2)ons. The amor(cid:2)za(cid:2)on of these ﬁnite-lived intangible assets and of this non-cash equity-based compensa(cid:2)on will increase our expenses during the relevant periods. These expenses may increase the net loss we record in certain periods or cause us to record a net loss in periods during which we would otherwise have recorded net income. A substan(cid:2)al and sustained decline in our share price could result in an impairment of intangible assets or goodwill leading to a further reduc(cid:2)on in net income or increase to net loss in the relevant period. 80 We are required to pay our senior managing directors for most of the beneﬁts rela(cid:2)ng to any addi(cid:2)onal tax deprecia(cid:2)on or amor(cid:2)za(cid:2)on deduc(cid:2)ons we may claim as a result of the tax basis step-up we received as part of the reorganiza(cid:2)on we implemented in connec(cid:2)on with our IPO or receive in connec(cid:2)on with future exchanges of our common stock and related transac(cid:2)ons. As part of the reorganiza(cid:2)on we implemented in connec(cid:2)on with our IPO, we purchased interests in our business from our pre-IPO owners. In addi(cid:2)on, holders of partnership units in Blackstone Holdings (other than Blackstone Inc.’s wholly owned subsidiaries), subject to the ves(cid:2)ng and minimum retained ownership requirements and transfer restric(cid:2)ons set forth in the partnership agreements of the Blackstone Holdings Partnerships, may up to four (cid:2)mes each year (subject to the terms of the exchange agreement) exchange their Blackstone Holdings Partnership Units for shares of Blackstone Inc.’s common stock on a one-for-one basis. A Blackstone Holdings limited partner must exchange one partnership unit in each of the Blackstone Holdings Partnerships to eﬀect an exchange for a share of common stock. The purchase and subsequent exchanges are expected to result in increases in the tax basis of the tangible and intangible assets of Blackstone Holdings that otherwise would not have been available. These increases in tax basis may increase (for tax purposes) deprecia(cid:2)on and amor(cid:2)za(cid:2)on and therefore reduce the amount of tax that we would otherwise be required to pay in the future, although the IRS may challenge all or part of that tax basis increase, and a court could sustain such a challenge. We have entered into a tax receivable agreements with our senior managing directors and other pre-IPO owners that provides for the payment by us to the counterpar(cid:2)es of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that we actually realize as a result of these increases in tax basis and of certain other tax beneﬁts related to entering into the tax receivable agreement, including tax beneﬁts a(cid:3)ributable to payments under the tax receivable agreement. This payment obliga(cid:2)on is an obliga(cid:2)on of Blackstone Inc. and/or its wholly owned subsidiaries and not of Blackstone Holdings. As such, the cash distribu(cid:2)ons to public stockholders may vary from holders of Blackstone Holdings Partnership Units (held by Blackstone personnel and others) to the extent payments are made under the tax receivable agreements to selling holders of Blackstone Holdings Partnership Units. As the payments reﬂect actual tax savings received by Blackstone en(cid:2)(cid:2)es, there may be a (cid:2)ming diﬀerence between the tax savings received by Blackstone en(cid:2)(cid:2)es and the cash payments to selling holders of Blackstone Holdings Partnership Units. While the actual increase in tax basis, as well as the amount and (cid:2)ming of any payments under this agreement, will vary depending upon a number of factors, including the (cid:2)ming of exchanges, the price of our common stock at the (cid:2)me of the exchange, the extent to which such exchanges are taxable and the amount and (cid:2)ming of our income, we expect that as a result of the size of the increases in the tax basis of the tangible and intangible assets of Blackstone Holdings, the payments that we may make under the tax receivable agreements will be substan(cid:2)al. The payments under a tax receivable agreement are not condi(cid:2)oned upon a tax receivable agreement counterparty’s con(cid:2)nued ownership of us. We may need to incur debt to ﬁnance payments under the tax receivable agreement to the extent our cash resources are insuﬃcient to meet our obliga(cid:2)ons under the tax receivable agreements as a result of (cid:2)ming discrepancies or otherwise. Although we are not aware of any issue that would cause the IRS to challenge a tax basis increase, the tax receivable agreement counterpar(cid:2)es will not reimburse us for any payments previously made under the tax receivable agreement. As a result, in certain circumstances payments to the counterpar(cid:2)es under the tax receivable agreement could be in excess of our actual cash tax savings. Our ability to achieve beneﬁts from any tax basis increase, and the payments to be made under the tax receivable agreements, will depend upon a number of factors, as discussed above, including the (cid:2)ming and amount of our future income. 81 If Blackstone Inc. were deemed an “investment company” under the 1940 Act, applicable restric(cid:2)ons could make it imprac(cid:2)cal for us to con(cid:2)nue our business as contemplated and could have a material adverse eﬀect on our business. An en(cid:2)ty will generally be deemed to be an “investment company” for purposes of the 1940 Act if: (a) it is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of inves(cid:2)ng, reinves(cid:2)ng or trading in securi(cid:2)es, or (b) absent an applicable exemp(cid:2)on, it owns or proposes to acquire investment securi(cid:2)es having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securi(cid:2)es and cash items) on an unconsolidated basis. We believe that we are engaged primarily in the business of providing asset management and capital markets services and not in the business of inves(cid:2)ng, reinves(cid:2)ng or trading in securi(cid:2)es. We also believe that the primary source of income from each of our businesses is properly characterized as income earned in exchange for the provision of services. We hold ourselves out as an asset management and capital markets ﬁrm and do not propose to engage primarily in the business of inves(cid:2)ng, reinves(cid:2)ng or trading in securi(cid:2)es. Accordingly, we do not believe that Blackstone Inc. is an “orthodox” investment company as deﬁned in sec(cid:2)on 3(a)(1)(A) of the 1940 Act and described in clause (a) in the ﬁrst sentence of this paragraph. Furthermore, Blackstone Inc. does not have any material assets other than its equity interests in certain wholly owned subsidiaries, which in turn will have no material assets (other than intercompany debt) other than general partner interests in the Blackstone Holdings Partnerships. These wholly owned subsidiaries are the sole general partners of the Blackstone Holdings Partnerships and are vested with all management and control over the Blackstone Holdings Partnerships. We do not believe the equity interests of Blackstone Inc. in its wholly owned subsidiaries or the general partner interests of these wholly owned subsidiaries in the Blackstone Holdings Partnerships are investment securi(cid:2)es. Moreover, because we believe that the capital interests of the general partners of our funds in their respec(cid:2)ve funds are neither securi(cid:2)es nor investment securi(cid:2)es, we believe that less than 40% of Blackstone Inc.’s total assets (exclusive of U.S. government securi(cid:2)es and cash items) on an unconsolidated basis are comprised of assets that could be considered investment securi(cid:2)es. Accordingly, we do not believe Blackstone Inc. is an inadvertent investment company by virtue of the 40% test in sec(cid:2)on 3(a)(1)(C) of the 1940 Act as described in clause (b) in the ﬁrst sentence of this paragraph. In addi(cid:2)on, we believe Blackstone Inc. is not an investment company under sec(cid:2)on 3(b)(1) of the 1940 Act because it is primarily engaged in a non-investment company business. The 1940 Act and the rules thereunder contain detailed parameters for the organiza(cid:2)on and opera(cid:2)on of investment companies. Among other things, the 1940 Act and the rules thereunder limit or prohibit transac(cid:2)ons with aﬃliates, impose limita(cid:2)ons on the issuance of debt and equity securi(cid:2)es, generally prohibit the issuance of op(cid:2)ons and impose certain governance requirements. We intend to conduct our opera(cid:2)ons so that Blackstone Inc. will not be deemed to be an investment company under the 1940 Act. If anything were to happen which would cause Blackstone Inc. to be deemed to be an investment company under the 1940 Act, requirements imposed by the 1940 Act, including limita(cid:2)ons on our capital structure, ability to transact business with aﬃliates (including us) and ability to compensate key employees, could make it imprac(cid:2)cal for us to con(cid:2)nue our business as currently conducted, impair the agreements and arrangements between and among Blackstone Inc., Blackstone Holdings and our senior managing directors, or any combina(cid:2)on thereof, and materially adversely aﬀect our business, ﬁnancial condi(cid:2)on and results of opera(cid:2)ons. In addi(cid:2)on, we may be required to limit the amount of investments that we make as a principal or otherwise conduct our business in a manner that does not subject us to the registra(cid:2)on and other requirements of the 1940 Act. Other an(cid:2)-takeover provisions in our charter documents could delay or prevent a change in control. In addi(cid:2)on to the provisions described elsewhere rela(cid:2)ng to the Series II Preferred Stockholder’s control, other provisions in our cer(cid:2)ﬁcate of incorpora(cid:2)on and bylaws may discourage, delay or prevent a merger or acquisi(cid:2)on that a stockholder may consider favorable by, for example: • permi(cid:8)ng our board of directors to issue one or more series of preferred stock, 82 • • • • • providing for the loss of vo(cid:2)ng rights for the common stock, requiring advance no(cid:2)ce for stockholder proposals and nomina(cid:2)ons if they are ever permi(cid:3)ed by applicable law, placing limita(cid:2)ons on convening stockholder mee(cid:2)ngs, prohibi(cid:2)ng stockholder ac(cid:2)on by wri(cid:3)en consent unless such ac(cid:2)on is consent to by the Series II Preferred Stockholder, and imposing super-majority vo(cid:2)ng requirements for certain amendments to our cer(cid:2)ﬁcate of incorpora(cid:2)on. These provisions may also discourage acquisi(cid:2)on proposals or delay or prevent a change in control. Risks Related to Our Common Stock The price of our common stock may decline due to the large number of shares of common stock eligible for future sale and for exchange. The market price of our common stock could decline as a result of sales of a large number of shares of common stock in the market in the future or the percep(cid:2)on that such sales could occur. These sales, or the possibility that these sales may occur, also might make it more diﬃcult for us to sell shares of common stock in the future at a (cid:2)me and at a price that we deem appropriate. We had a total of 700,387,302 shares of common stock outstanding as of February 18, 2022. Subject to the lock-up restric(cid:2)ons described below, we may issue and sell in the future addi(cid:2)onal shares of common stock. Limited partners of Blackstone Holdings owned an aggregate of 443,024,243 Blackstone Holdings Partnership Units outstanding as of February 18, 2022. In connec(cid:2)on with our ini(cid:2)al public oﬀering, we entered into an exchange agreement with holders of Blackstone Holdings Partnership Units (other than Blackstone Inc.’s wholly owned subsidiaries) so that these holders, subject to the ves(cid:2)ng and minimum retained ownership requirements and transfer restric(cid:2)ons set forth in the partnership agreements of the Blackstone Holdings Partnerships, may up to four (cid:2)mes each year (subject to the terms of the exchange agreement) exchange their Blackstone Holdings Partnership Units for shares of Blackstone Inc. common stock on a one-for-one basis, subject to customary conversion rate adjustments for splits, unit distribu(cid:2)ons and reclassiﬁca(cid:2)ons. A Blackstone Holdings limited partner must exchange one partnership unit in each of the Blackstone Holdings Partnerships to eﬀect an exchange for a share of common stock. The common stock we issue upon such exchanges would be “restricted securi(cid:2)es,” as deﬁned in Rule 144 under the Securi(cid:2)es Act, unless we register such issuances. However, we have entered into a registra(cid:2)on rights agreement with the limited partners of Blackstone Holdings that requires us to register these shares of common stock under the Securi(cid:2)es Act and we have ﬁled registra(cid:2)on statements that cover the delivery of common stock issued upon exchange of Blackstone Holdings Partnership Units. See “Part III. Item 13. Certain Rela(cid:2)onships and Related Transac(cid:2)ons, and Director Independence — Transac(cid:2)ons with Related Persons — Registra(cid:2)on Rights Agreement.” While the partnership agreements of the Blackstone Holdings Partnerships and related agreements contractually restrict the ability of Blackstone personnel to transfer the Blackstone Holdings Partnership Units or Blackstone Inc. common stock they hold and require that they maintain a minimum amount of equity ownership during their employ by us, these contractual provisions may lapse over (cid:2)me or be waived, modiﬁed or amended at any (cid:2)me. As of February 18, 2022, we had granted 34,236,188 outstanding deferred restricted shares of common stock and 22,970,133 outstanding deferred restricted Blackstone Holdings Partnership Units to our non-senior managing director professionals and senior managing directors under the Blackstone Inc. Amended and Restated 2007 Equity Incen(cid:2)ve Plan (“2007 Equity Incen(cid:2)ve Plan”). The aggregate number of shares of common stock and Blackstone Holdings Partnership Units (together, “Shares”) covered by our 2007 Equity Incen(cid:2)ve Plan is increased on the ﬁrst day of each ﬁscal year during its term by a number of Shares equal to the posi(cid:2)ve diﬀerence, if any, of (a) 15% of the aggregate number of Shares outstanding on the last day of the immediately preceding ﬁscal year (excluding Blackstone Holdings Partnership Units held by Blackstone Inc. or its wholly owned subsidiaries) minus 83 (b) the aggregate number of Shares covered by our 2007 Equity Incen(cid:2)ve Plan as of such date (unless the administrator of the 2007 Equity Incen(cid:2)ve Plan should decide to increase the number of Shares covered by the plan by a lesser amount). An aggregate of 168,885,553 addi(cid:2)onal Shares were available for grant under our 2007 Equity Incen(cid:2)ve Plan as of February 18, 2022. We have ﬁled a registra(cid:2)on statement and intend to ﬁle addi(cid:2)onal registra(cid:2)on statements on Form S-8 under the Securi(cid:2)es Act to register common stock covered by the 2007 Equity Incen(cid:2)ve Plan (including pursuant to automa(cid:2)c annual increases). Any such Form S-8 registra(cid:2)on statement will automa(cid:2)cally become eﬀec(cid:2)ve upon ﬁling. Accordingly, common stock registered under such registra(cid:2)on statement will be available for sale in the open market. In addi(cid:2)on, the Blackstone Holdings partnership agreements authorize the wholly owned subsidiaries of Blackstone Inc. which are the general partners of those partnerships to issue an unlimited number of addi(cid:2)onal partnership securi(cid:2)es of the Blackstone Holdings Partnerships with such designa(cid:2)ons, preferences, rights, powers and du(cid:2)es that are diﬀerent from, and may be senior to, those applicable to the Blackstone Holdings Partnership Units, and which may be exchangeable for our shares of common stock. Our cer(cid:2)ﬁcate of incorpora(cid:2)on also provides us with a right to acquire all of the then outstanding shares of common stock under speciﬁed circumstances, which may adversely aﬀect the price of our shares of common stock and the ability of holders of shares of common stock to par(cid:2)cipate in further growth in our stock price. Our cer(cid:2)ﬁcate of incorpora(cid:2)on provides that, if at any (cid:2)me, less than 10% of the total shares of any class of our stock then outstanding (other than Series I preferred stock and Series II preferred stock) is held by persons other than the Series II Preferred Stockholder and its aﬃliates, we may exercise our right to call and purchase all of the then outstanding shares of common stock held by persons other than the Series II Preferred Stockholder or its aﬃliates or assign this right to the Series II Preferred Stockholder or any of its aﬃliates. As a result, a stockholder may have his or her shares of common stock purchased from him or her at an undesirable (cid:2)me or price and in a manner which adversely aﬀects the ability of a stockholder to par(cid:2)cipate in further growth in our stock price. Our amended and restated bylaws designate the Court of Chancery of the State of Delaware or the federal district courts of the United States of America, as applicable, as the sole and exclusive forum for certain types of ac(cid:2)ons and proceedings that may be ini(cid:2)ated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with Blackstone or our directors, oﬃcers or other employees. Our amended and restated bylaws provide that, unless we consent in wri(cid:2)ng to the selec(cid:2)on of an alterna(cid:2)ve forum, the Court of Chancery of the State of Delaware will, to the fullest extent permi(cid:3)ed by law, be the sole and exclusive forum for: (a) any deriva(cid:2)ve ac(cid:2)on or proceeding brought on our behalf, (b) any ac(cid:2)on asser(cid:2)ng a breach of ﬁduciary duty owed by any of our current or former directors, oﬃcers, stockholders or employees to us or our stockholders, (c) any ac(cid:2)on asser(cid:2)ng a claim against us arising under the Delaware General Corpora(cid:2)on Law (the “DGCL”), our cer(cid:2)ﬁcate of incorpora(cid:2)on or our bylaws or as to which the DGCL confers jurisdic(cid:2)on on the Court of Chancery of the State of Delaware, or (d) any ac(cid:2)on asser(cid:2)ng a claim against us that is governed by the internal aﬀairs doctrine. Our amended and restated bylaws further provide that, unless we consent in wri(cid:2)ng to the selec(cid:2)on of an alterna(cid:2)ve forum, to the fullest extent permi(cid:3)ed by law, the federal district courts of the United States of America will be the exclusive forum for the resolu(cid:2)on of any complaint asser(cid:2)ng a cause of ac(cid:2)on arising under the federal securi(cid:2)es laws of the United States, including, in each case, the applicable rules and regula(cid:2)ons promulgated thereunder. Any person or en(cid:2)ty purchasing or otherwise acquiring any interest in any shares of our capital stock shall be deemed to have no(cid:2)ce of and to have consented to the forum provision in our amended and restated bylaws. This choice-of-forum provision may limit a stockholder’s ability to bring a claim in a diﬀerent judicial forum, including one that it may ﬁnd favorable or convenient for a speciﬁed class of disputes with Blackstone or our directors, 84 oﬃcers, other stockholders or employees, which may discourage such lawsuits. Alterna(cid:2)vely, if a court were to ﬁnd this provision of our amended and restated bylaws inapplicable or unenforceable with respect to one or more of the speciﬁed types of ac(cid:2)ons or proceedings, we may incur addi(cid:2)onal costs associated with resolving such ma(cid:3)ers in other jurisdic(cid:2)ons, which could materially adversely aﬀect our business, ﬁnancial condi(cid:2)on and results of opera(cid:2)ons and result in a diversion of the (cid:2)me and resources of our management and board of directors. Item 1B. Unresolved Staﬀ Comments None. Item 2. Proper(cid:2)es Our principal execu(cid:2)ve oﬃces are located in leased oﬃce space at 345 Park Avenue, New York, New York. As of December 31, 2021, we also leased oﬃces in Dublin, Hong Kong, London, Miami, Mumbai, San Francisco, Singapore, Sydney, Tokyo and other ci(cid:2)es around the world. We consider these facili(cid:2)es to be suitable and adequate for the management and opera(cid:2)ons of our business. Item 3. Legal Proceedings We may from (cid:2)me to (cid:2)me be involved in li(cid:2)ga(cid:2)on and claims incidental to the conduct of our business. Our businesses are also subject to extensive regula(cid:2)on, which may result in regulatory proceedings against us. See “— Item 1A. Risk Factors” above. We are not currently subject to any pending legal (including judicial, regulatory, administra(cid:2)ve or arbitra(cid:2)on) proceedings that we expect to have a material impact on our consolidated ﬁnancial statements. However, given the inherent unpredictability of these types of proceedings and the poten(cid:2)ally large and/or indeterminate amounts that could be sought, an adverse outcome in certain ma(cid:3)ers could have a material eﬀect on Blackstone’s ﬁnancial results in any par(cid:2)cular period. See “Part II. Item 8. Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 19. Commitments and Con(cid:2)ngencies — Con(cid:2)ngencies — Li(cid:2)ga(cid:2)on.” Item 4. Mine Safety Disclosures Not applicable. 85 Part II. Item 5. Market for Registrant’s Common Equity, Related Shareholder Ma(cid:4)ers and Issuer Purchases of Equity Securi(cid:2)es Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “BX.” The number of holders of record of our common stock as of February 18, 2022 was 64. This does not include the number of shareholders that hold shares in “street name” through banks or broker-dealers. Blackstone Partners L.L.C. is the sole holder of the single share of Series I preferred stock outstanding and Blackstone Group Management L.L.C. is the sole holder of the single share of Series II preferred stock outstanding. The following table sets forth the quarterly per share dividends earned for the periods indicated. Each quarter’s dividends are declared and paid in the following quarter. First Quarter Second Quarter Third Quarter Fourth Quarter Dividend Policy 2021 2020 $ $ 0.82 $ 0.70 1.09 1.45 4.06 $ 0.39 0.37 0.54 0.96 2.26 Our inten(cid:2)on is to pay to holders of common stock a quarterly dividend represen(cid:2)ng 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 obliga(cid:2)ons and dividends to shareholders for any ensuing quarter. The dividend amount could also be adjusted upward in any one quarter. For Blackstone’s deﬁni(cid:2)on of Distributable Earnings, see “— Item 7. Management’s Discussion and Analysis of Financial Condi(cid:2)on and Results of Opera(cid:2)ons — Key Financial Measures and Indicators.” All of the foregoing is subject to the qualiﬁca(cid:2)on that the declara(cid:2)on and payment of any dividends are at the sole discre(cid:2)on of our board of directors and our board of directors may change our dividend policy at any (cid:2)me, including, without limita(cid:2)on, to reduce such quarterly dividends or even to eliminate such dividends en(cid:2)rely. Because Blackstone Inc. is a holding company and has no material assets, other than its ownership of partnership units in Blackstone Holdings (held through wholly owned subsidiaries), intercompany loans receivable and deferred tax assets, we fund any dividends by Blackstone Inc. by causing Blackstone Holdings to make distribu(cid:2)ons to its partners, including Blackstone Inc. (through its wholly owned subsidiaries). If Blackstone Holdings makes such distribu(cid:2)ons, the limited partners of Blackstone Holdings will be en(cid:2)tled to receive equivalent distribu(cid:2)ons pro-rata based on their partnership interests in Blackstone Holdings. Blackstone Inc. then dividends its share of such distribu(cid:2)ons, net of taxes and amounts payable under the tax receivable agreements, to our shareholders on a pro-rata basis. Because the publicly traded en(cid:2)ty and/or its wholly owned subsidiaries must pay taxes and make payments under the tax receivable agreements described in “— Item 8. Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 18. Related Party Transac(cid:2)ons,” the amounts ul(cid:2)mately paid as dividends by Blackstone Inc. to common shareholders in respect of each ﬁscal year are generally expected to be 86 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 the Conversion, 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 distribu(cid:2)on 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 shareholder’s basis. In addi(cid:2)on, the partnership agreements of the Blackstone Holdings Partnerships provide for cash distribu(cid:2)ons, which we refer to as “tax distribu(cid:2)ons,” to the partners of such partnerships if the wholly owned subsidiaries of Blackstone Inc. which are the general partners of the Blackstone Holdings Partnerships determine that the taxable income of the relevant partnership will give rise to taxable income for its partners. Generally, these tax distribu(cid:2)ons will be computed based on our es(cid:2)mate of the net taxable income of the relevant partnership allocable to a partner mul(cid:2)plied by an assumed tax rate equal to the highest eﬀec(cid:2)ve marginal combined U.S. federal, state and local income tax rate prescribed for an individual or corporate resident in New York, New York (taking into account the non-deduc(cid:2)bility of certain expenses and the character of our income). The Blackstone Holdings Partnerships will make tax distribu(cid:2)ons only to the extent distribu(cid:2)ons from such partnerships for the relevant year were otherwise insuﬃcient to cover such es(cid:2)mated assumed tax liabili(cid:2)es. Share Repurchases in the Fourth Quarter of 2021 The following table sets forth informa(cid:2)on regarding repurchases of shares of our common stock during the quarter ended December 31, 2021: Period Oct. 1 - Oct. 31, 2021 Nov. 1 - Nov. 30, 2021 Dec. 1 - Dec. 31, 2021 Total Number of Shares Purchased 41,666 437,493 3,739,687 4,218,846 Average Price Paid per Share $ $ $ 138.20 144.01 134.50 Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (a) 41,666 437,493 3,739,687 4,218,846 Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (Dollars in Thousands) (a) 396,822 $ 333,817 $ 1,500,000 $ (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 (cid:2)me to (cid:2)me in open market transac(cid:2)ons, in privately nego(cid:2)ated transac(cid:2)ons or otherwise. The (cid:2)ming and the actual numbers repurchased will depend on a variety of factors, including legal requirements, price and economic and market condi(cid:2)ons. The repurchase program may be changed, suspended or discon(cid:2)nued at any (cid:2)me and does not have a speciﬁed expira(cid:2)on date. See “— Item 8. Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 16. Earnings Per Share and Stockholders’ Equity — Share Repurchase Program” and “— Item 7. Management’s Discussion and Analysis of Financial Condi(cid:2)on and Results of Opera(cid:2)ons — Liquidity and Capital Resources — Share Repurchase Program” for further informa(cid:2)on regarding this repurchase program. As permi(cid:3)ed by, and subject to, our policies and procedures governing transac(cid:2)ons in our securi(cid:2)es by our directors, execu(cid:2)ve oﬃcers and other employees, from (cid:2)me to (cid:2)me some of these persons may establish plans or arrangements complying with Rule 10b5-1 under the Exchange Act, and similar plans and arrangements rela(cid:2)ng to our shares and Blackstone Holdings Partnership Units. 87 Item 6. (Reserved) Item 7. Management’s Discussion and Analysis of Financial Condi(cid:2)on and Results of Opera(cid:2)ons The following discussion and analysis should be read in conjunc(cid:2)on with Blackstone Inc.’s consolidated ﬁnancial statements and the related notes included within this Annual Report on Form 10-K. This sec(cid:2)on of this Form 10-K generally discusses 2021 and 2020 items and year to year comparisons between 2021 and 2020. For the discussion of 2020 compared to 2019 see “Part II. Item 7. Management’s Discussion and Analysis of Financial Condi(cid:2)on and Results of Opera(cid:2)ons” of Blackstone’s Annual Report on Form 10-K for the year ended December 31, 2020, which speciﬁc discussion is incorporated herein by reference. Eﬀec(cid:2)ve August 6, 2021, The Blackstone Group Inc. changed its name to Blackstone Inc. Blackstone Inc. was ini(cid:2)ally formed as The Blackstone Group L.P. (the “Partnership”) and converted from a Delaware limited partnership to a Delaware corpora(cid:2)on, The Blackstone Group Inc. (the “Conversion”), eﬀec(cid:2)ve July 1, 2019. This report includes the results for the Partnership prior to the Conversion and Blackstone Inc. following the Conversion. In this report, references to “Blackstone,” the “Company,” “we,” “us” or “our” refer to (a) Blackstone Inc. and its consolidated subsidiaries following the Conversion and (b) the Partnership and its consolidated subsidiaries prior to the Conversion. All references to shares or per share amounts prior to the Conversion refer to units or per unit amounts. Unless otherwise noted, all references to shares or per share amounts following the Conversion refer to shares or per share amounts of common stock. All references to dividends prior to the Conversion refer to distribu(cid:2)ons. See “— Organiza(cid:2)onal Structure.” Eﬀec(cid:2)ve February 26, 2021, Blackstone eﬀectuated changes to rename its Class A common stock as “common stock,” and to reclassify its Class B and Class C common stock into a new “Series I preferred stock” and “Series II preferred stock,” respec(cid:2)vely. Each new stock has the same rights and powers of its predecessor. See “— Organiza(cid:2)onal Structure.” Our Business Blackstone is one of the world’s leading investment ﬁrms. Our business is organized into four segments: Real Estate, Private Equity, Hedge Fund Solu(cid:2)ons and Credit & Insurance. For more informa(cid:2)on about our business segments, see “Part I. Item 1. Business — Business Segments.” We generate revenue from fees earned pursuant to contractual arrangements with funds, fund investors and fund por(cid:6)olio companies (including management, transac(cid:2)on and monitoring fees), and from capital markets services. We also invest in the funds we manage and we are en(cid:2)tled to a pro-rata share of the results of the fund (a “pro-rata alloca(cid:2)on”). In addi(cid:2)on to a pro-rata alloca(cid:2)on, and assuming certain investment returns are achieved, we are en(cid:2)tled to a dispropor(cid:2)onate alloca(cid:2)on of the income otherwise allocable to the limited partners, commonly referred to as carried interest (“Performance Alloca(cid:2)ons”). In certain structures, we receive a contractual incen(cid:2)ve fee from an investment fund in the event that speciﬁed cumula(cid:2)ve investment returns are achieved (an “Incen(cid:2)ve Fee,” and together with Performance Alloca(cid:2)ons, “Performance Revenues”). The composi(cid:2)on of our revenues will vary based on market condi(cid:2)ons 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 value created by our opera(cid:2)ng and strategic ini(cid:2)a(cid:2)ves as well as overall market condi(cid:2)ons. Fair values are aﬀected by changes in the fundamentals of our por(cid:6)olio company and other investments, the industries in which they operate, the overall economy and other market condi(cid:2)ons. 88 Our Response to COVID-19 Our primary focus during the COVID-19 pandemic has been the safety and wellbeing of our employees and their families, as well as the seamless func(cid:2)oning of the ﬁrm in serving our investors who have entrusted us with their capital, and our shareholders. Where remote work has been appropriate or recommended under local government guidelines, our technology infrastructure has proven to be robust and capable of suppor(cid:2)ng a remote work model and we have implemented rigorous protocols for remote work across the ﬁrm, including increased cadence of group calls and updates, and frequent communica(cid:2)on across leadership and working levels. We have also leveraged technology to ensure our teams stay connected and produc(cid:2)ve, and that our culture remains strong. To the extent we have not been mee(cid:2)ng with our clients in person, we have con(cid:2)nued to ac(cid:2)vely communicate with them through videoconference, teleconference and email. Our investment commi(cid:3)ees have also con(cid:2)nued to convene as needed, and the ﬁrm has con(cid:2)nued to operate across investment, asset management and corporate support func(cid:2)ons. Our return to oﬃce protocols have been developed and implemented consistent with local government guidelines, with tes(cid:2)ng, contact-tracing and social distancing and other safety protocols in place, and we con(cid:2)nue to closely monitor applicable public health and government guidance and the prolifera(cid:2)on of variants. Business Environment Blackstone’s businesses are materially aﬀected by condi(cid:2)ons in the ﬁnancial markets and economic condi(cid:2)ons in the U.S., Europe, Asia and, to a lesser extent, elsewhere in the world. In 2021, economic condi(cid:2)ons strongly rebounded from the prior year, par(cid:2)cularly in the U.S., which was signiﬁcantly aﬀected by the COVID-19 pandemic in 2020. The Bureau of Economic Analysis’ advance es(cid:2)mate of U.S. real GDP growth indicated growth of 5.7% in 2021, a(cid:7)er a 3.4% decline in GDP in 2020. This es(cid:2)mate for 2021 would equate to the fastest rate of economic growth in nearly 40 years. At the same (cid:2)me, in December 2021, annual U.S. inﬂa(cid:2)on reached a 39-year high of 7.0%, leading the U.S. Federal Reserve to indicate a plan to begin to increase interest rates in the near term. Despite strong equity market returns overall for 2021, concerns over inﬂa(cid:2)on, higher interest rates and the impact of COVID variants on economic growth led to heightened equity market vola(cid:2)lity exi(cid:2)ng the year, and such vola(cid:2)lity con(cid:2)nued into early 2022. Global supply chains have also con(cid:2)nued to be disrupted, par(cid:2)cularly given China’s recurrent COVID restric(cid:2)ons. Such disrup(cid:2)on has contributed to growing inﬂa(cid:2)onary pressure and may further contribute to slower real GDP growth globally. The S&P 500 Total Return Index increased 11% in the fourth quarter of 2021 and 29% in 2021, with strong apprecia(cid:2)on across sectors, led by energy and real estate. The Bloomberg Commodity Index fell by -1.6% in the fourth quarter but rose more than 27% for the year. The price of West Texas Intermediate crude oil increased 55% to $75 per barrel for the year. Credit markets also appreciated in 2021, as U.S. leveraged loans and high yield bonds returned 5.2% and 5.4%, respec(cid:2)vely. High yield spreads (cid:2)ghtened a total of 76 basis points in the year, while issuance increased 15%. Merger and acquisi(cid:2)on ac(cid:2)vity accelerated, with global announced deal value increasing 63% in 2021 compared to 2020. Throughout 2021, the U.S. Federal Reserve maintained the federal funds target range at 0.0%-0.25%, the range set in March 2020 in response to the onset of COVID-19. The yield on the ten-year Treasury remained rela(cid:2)vely ﬂat in the fourth quarter, ending the year at 1.51%, but has risen sharply so far in 2022, to 1.96% as of February 17, 2022. Three-month LIBOR increased eight basis points in the fourth quarter to 0.21%, and further to 0.49% as of February 16, 2022. Subsequent to the end of 2021, the U.S. Federal Reserve indicated that it foresees up to three quarter-percentage-point interest rate increases in 2022, beginning as early as March 2022, with con(cid:2)nued increases expected in 2023 and 2024. The U.S. unemployment rate decreased to a post-pandemic low of 3.9% as of December 2021 from 6.7% in December 2020. Average hourly earnings in December increased 4.7% year-over-year based on the three-month average for produc(cid:2)on and nonsupervisory employees. U.S. retail sales increased 18% year-over-year in 2021 on a seasonally adjusted basis. Since 2019, personal savings in 2021 increased 88% and disposable personal income increased 14%. The Ins(cid:2)tute for Supply Management Purchasing Managers’ Index decreased in 2021 to 58.7, compared to 60.7 at the end of 2020, signaling moderate expansion in the U.S. manufacturing sector. 89 Countries around the world con(cid:2)nue to recover from the economic impacts of the COVID-19 pandemic. While economic ac(cid:2)vity remains robust, global supply chain disrup(cid:2)ons, labor shortages and rising commodity prices con(cid:2)nue to have a nega(cid:2)ve impact across sectors and regions, and concerns regarding inﬂa(cid:2)on and increasing interest rates are deepening. Notable Transac(cid:2)ons On August 5, 2021, Blackstone issued $650 million aggregate principal amount of 1.625% senior notes due August 5, 2028 (the “2028 Notes”), $800 million aggregate principal amount of 2.000% senior notes due January 30, 2032 (the “August 2032 Notes”) and $550 million aggregate principal amount of 2.850% senior notes due August 5, 2051 (the “2051 Notes”). For addi(cid:2)onal informa(cid:2)on see Note 13. “Borrowings” in the “Notes to Consolidated Financial Statements” in “— Item 8. Financial Statements and Supplementary Data.” On November 2, 2021, Blackstone (a) closed the acquisi(cid:2)on of a 9.9% equity stake in SAFG Re(cid:2)rement Services, Inc., which is expected to be the parent of American Interna(cid:2)onal Group, Inc.’s Life and Re(cid:2)rement (“AIG L&R”) business at the (cid:2)me of the an(cid:2)cipated IPO of AIG L&R and (b) entered into a long-term strategic asset management partnership to serve as the exclusive external investment manager of AIG L&R with respect to certain asset classes. For addi(cid:2)onal informa(cid:2)on see Note 4. “Investments — Other Investments” in the “Notes to Consolidated Financial Statements” in “— Item 8. Financial Statements and Supplementary Data.” On January 10, 2022, Blackstone issued $500 million aggregate principal amount of 2.550% senior notes due March 30, 2032 (the “January 2032 Notes”) and $1.0 billion aggregate principal amount of 3.200% senior notes due January 30, 2052 (the “2052 Notes”). For addi(cid:2)onal informa(cid:2)on see Note 13. “Borrowings” in the “Notes to Consolidated Financial Statements” in “— Item 8. Financial Statements and Supplementary Data.” Organiza(cid:2)onal Structure Eﬀec(cid:2)ve July 1, 2019, The Blackstone Group L.P. converted from a Delaware limited partnership to a Delaware corpora(cid:2)on, The Blackstone Group Inc. Eﬀec(cid:2)ve February 26, 2021, Blackstone eﬀectuated changes to rename its Class A common stock as “common stock,” and to reclassify its Class B and Class C common stock into a new “Series I preferred stock” and “Series II preferred stock,” respec(cid:2)vely. Each new stock has the same rights and powers of its predecessor. For addi(cid:2)onal informa(cid:2)on, see Note 1. “Organiza(cid:2)on” and Note 16. “Earnings Per Share and Stockholders’ Equity — Stockholders’ Equity” in the “Notes to Consolidated Financial Statements” in “— Item 8. Financial Statements and Supplementary Data” of this ﬁling. Eﬀec(cid:2)ve August 6, 2021, The Blackstone Group Inc. changed its name to Blackstone Inc. For addi(cid:2)onal informa(cid:2)on, see Note 1. “Organiza(cid:2)on” in the “Notes to Consolidated Financial Statements” in “— Item 8. Financial Statements and Supplementary Data.” 90 The simpliﬁed diagram below depicts our current organiza(cid:2)onal 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 opera(cid:2)ng metrics since we believe these metrics measure the produc(cid:2)vity of our investment ac(cid:2)vi(cid:2)es. We prepare our Consolidated Financial Statements in accordance with accoun(cid:2)ng principles generally accepted in the United States of America (“GAAP”). See “— Item 8. Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 2. Summary of Signiﬁcant Accoun(cid:2)ng Policies” and “— Cri(cid:2)cal Accoun(cid:2)ng Policies.” Our key non-GAAP ﬁnancial measures and opera(cid:2)ng 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 shareholders, 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 ac(cid:2)vity 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 reconcilia(cid:2)on of Distributable Earnings. 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 consolida(cid:2)on of Blackstone Funds, and interest expense associated with the Tax Receivable Agreement. 91 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 u(cid:2)lized when calcula(cid:2)ng Taxes and Related Payables and Distributable Earnings reﬂects the beneﬁt of deduc(cid:2)ons available to the company on certain expense items that are excluded from the underlying calcula(cid:2)on of Segment Distributable Earnings and Total Segment Distributable Earnings, such as equity-based compensa(cid:2)on charges and certain Transac(cid:2)on-Related Charges where there is a current tax provision or beneﬁt. The economic assump(cid:2)ons and methodologies that impact the implied income tax provision are the same as those methodologies and assump(cid:2)ons used in calcula(cid:2)ng the current income tax provision for Blackstone’s Consolidated Statements of Opera(cid:2)ons under GAAP, excluding the impact of dives(cid:2)tures and accrued tax con(cid:2)ngencies and refunds which are reﬂected when paid or received. Management believes that including the amount payable under the tax receivable agreement and u(cid:2)lizing the current income tax provision adjusted as described above when calcula(cid:2)ng Distributable Earnings is meaningful as it increases comparability between periods and more accurately reﬂects earnings that are available for distribu(cid:2)on to shareholders. Segment Distributable Earnings Segment Distributable Earnings is Blackstone’s segment proﬁtability measure used to make opera(cid:2)ng 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 Realiza(cid:2)ons for each segment. Blackstone’s segments are presented on a basis that deconsolidates Blackstone Funds, eliminates non-controlling ownership interests in Blackstone’s consolidated opera(cid:2)ng partnerships, removes the amor(cid:2)za(cid:2)on of intangible assets and removes Transac(cid:2)on-Related Charges. Transac(cid:2)on-Related Charges arise from corporate ac(cid:2)ons including acquisi(cid:2)ons, dives(cid:2)tures and Blackstone’s ini(cid:2)al public oﬀering. They consist primarily of equity-based compensa(cid:2)on charges, gains and losses on con(cid:2)ngent considera(cid:2)on arrangements, changes in the balance of the Tax Receivable Agreement resul(cid:2)ng from a change in tax law or similar event, transac(cid:2)on costs and any gains or losses associated with these corporate ac(cid:2)ons. Segment Distributable Earnings excludes unrealized ac(cid:2)vity 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 reconcilia(cid:2)on of Segment Distributable Earnings. Net Realiza(cid:2)ons 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 Compensa(cid:2)on (which refers to Realized Performance Compensa(cid:2)on excluding Fee Related Performance Compensa(cid:2)on and Equity-Based Performance Compensa(cid:2)on). Realized Performance Compensa(cid:2)on reﬂects an increase in the aggregate Realized Performance Compensa(cid:2)on paid to certain of our professionals above the amounts allocable to them based upon the percentage par(cid:2)cipa(cid:2)on in the relevant performance plans previously awarded to them as a result of a new compensa(cid:2)on program that commenced during the year ended December 31, 2021. As a result, in the year ended December 31, 2021, Realized Performance Compensa(cid:2)on paid to our professionals was increased by an aggregate of $19.7 million and Fee Related Compensa(cid:2)on was decreased by a corresponding amount. These changes to Realized Performance Compensa(cid:2)on and Fee Related Compensa(cid:2)on reduced Net Realiza(cid:2)ons, increased Fee Related Earnings, and were neutral to Income (Loss) Before Provision (Beneﬁt) for Taxes and had no impact to Distributable Earnings in the year ended December 31, 2021. 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 realiza(cid:2)on events. Fee Related Earnings equals management and advisory fees (net of management fee reduc(cid:2)ons and oﬀsets) plus Fee 92 Related Performance Revenues, less (a) Fee Related Compensa(cid:2)on on a segment basis, and (b) Other Opera(cid:2)ng 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 reconcilia(cid:2)on of Fee Related Earnings. Fee Related Compensa(cid:2)on is presented on a segment basis and refers to the compensa(cid:2)on expense, excluding Equity-Based Compensa(cid:2)on, directly related to (a) Management and Advisory Fees, Net and (b) Fee Related Performance Revenues, referred to as Fee Related Performance Compensa(cid:2)on. Fee Related Performance Revenues refers to the realized por(cid:2)on of Performance Revenues from Perpetual Capital that are (a) measured and received on a recurring basis, and (b) not dependent on realiza(cid:2)on events from the underlying investments. Other Opera(cid:2)ng Expenses is presented on a segment basis and is equal to General, Administra(cid:2)ve and Other Expenses, adjusted to (a) remove the amor(cid:2)za(cid:2)on of transac(cid:2)on-related intangibles, (b) remove certain expenses reimbursed by the Blackstone Funds which are ne(cid:3)ed against Management and Advisory Fees, Net in Blackstone’s segment presenta(cid:2)on, and (c) give eﬀect to an administra(cid:2)ve fee collected on a quarterly basis from certain holders of Blackstone Holdings Partnership Units. The administra(cid:2)ve fee is accounted for as a capital contribu(cid:2)on under GAAP, but is reﬂected as a reduc(cid:2)on of Other Opera(cid:2)ng Expenses in Blackstone’s segment presenta(cid:2)on. Adjusted Earnings Before Interest, Taxes and Deprecia(cid:2)on and Amor(cid:2)za(cid:2)on Adjusted Earnings Before Interest, Taxes and Deprecia(cid:2)on and Amor(cid:2)za(cid:2)on (“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 addi(cid:2)on of (a) Interest Expense on a segment basis, (b) Taxes and Related Payables, and (c) Deprecia(cid:2)on and Amor(cid:2)za(cid:2)on. 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 reconcilia(cid:2)on of Adjusted EBITDA. Net Accrued Performance Revenues Net Accrued Performance Revenues is a ﬁnancial measure used as an indicator of poten(cid:2)al future realized performance revenues based on the current investment por(cid:6)olio 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 compensa(cid:2)on payable by Blackstone, excluding Performance Revenues that have been realized but not yet distributed as of the repor(cid:2)ng date and clawback amounts, if any. Net Accrued Performance Revenues is derived from and reconciled to, but not equivalent to, its most directly comparable GAAP measure of Investments. See “— Non-GAAP Financial Measures” for our reconcilia(cid:2)on of Net Accrued Performance Revenues and Note 2 “Summary of Signiﬁcant Accoun(cid:2)ng Policies — Equity Method Investments” in the “Notes to Consolidated Financial Statements” in “— Item 8. Financial Statements and Supplementary Data.” for addi(cid:2)onal informa(cid:2)on on the calcula(cid:2)on of Investments — Accrued Performance Alloca(cid:2)ons. Opera(cid:2)ng Metrics The alterna(cid:2)ve asset management business is primarily based on managing third party capital and does not require substan(cid:2)al capital investment to support rapid growth. Since our incep(cid:2)on, we have developed and used various key opera(cid:2)ng metrics to assess and monitor the opera(cid:2)ng performance of our various alterna(cid:2)ve asset management businesses in order to monitor the eﬀec(cid:2)veness of our value crea(cid:2)ng strategies. 93 Total and Fee-Earning Assets Under Management Total Assets Under Management refers to the assets we manage. Our Total Assets Under Management equals the sum of: (a) (b) the fair value of the investments held by our carry funds and our side-by-side and co-investment en(cid:2)(cid:2)es managed by us plus the capital that we are en(cid:2)tled to call from investors in those funds and en(cid:2)(cid:2)es pursuant to the terms of their respec(cid:2)ve capital commitments, including capital commitments to funds that have yet to commence their investment periods, 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 Hedge Fund Solu(cid:2)ons drawdown funds (plus, in each case, the capital that we are en(cid:2)tled to call from investors in those funds, including commitments yet to commence their investment periods), and (2) our funds of hedge funds, our Hedge Fund Solu(cid:2)ons 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 a(cid:7)er the reinvestment period, (f) the gross or net amount of assets (including leverage where applicable) for our credit-focused registered investment companies, (g) the fair value of common stock, preferred stock, conver(cid:2)ble debt, term loans or similar instruments issued by BXMT, and (h) borrowings under and any amounts available to be borrowed under certain credit facili(cid:2)es of our funds. Our carry funds are commitment-based drawdown structured funds that do not permit investors to redeem their interests at their elec(cid:2)on. Our funds of hedge funds, hedge funds, funds structured like hedge funds and other open-ended funds in our Real Estate, Hedge Fund Solu(cid:2)ons and Credit & Insurance segments generally have structures that aﬀord an investor the right to withdraw or redeem their interests on a periodic basis (for example, annually or quarterly), typically with 30 to 95 days’ no(cid:2)ce, depending on the fund and the liquidity proﬁle of the underlying assets. In our Perpetual Capital vehicles where redemp(cid:2)on rights exist, Blackstone has the ability to fulﬁll redemp(cid:2)on requests only (a) in Blackstone’s or the vehicles’ board’s discre(cid:2)on, as applicable, or (b) to the extent there is suﬃcient new capital. Investment advisory agreements related to certain separately managed accounts in our Hedge Fund Solu(cid:2)ons and Credit & Insurance segments, excluding our BIS separately managed accounts, may generally be terminated by an investor on 30 to 90 days’ no(cid:2)ce. Our BIS separately managed accounts 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 and Real Estate segment carry funds, including certain BREDS and Hedge Fund Solu(cid:2)ons 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, 94 (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, and certain of our Hedge Fund Solu(cid:2)ons 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. Each of our segments may include certain Fee-Earning Assets Under Management on which we earn performance revenues but not management fees. Our calcula(cid:2)ons of Total Assets Under Management and Fee-Earning Assets Under Management may diﬀer from the calcula(cid:2)ons of other asset managers, and as a result this measure may not be comparable to similar measures presented by other asset managers. In addi(cid:2)on, our calcula(cid:2)on 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 deﬁni(cid:2)ons of Total Assets Under Management and Fee-Earning Assets Under Management are not based on any deﬁni(cid:2)on 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. Perpetual Capital Perpetual Capital refers to the component of assets under management with an indeﬁnite term, that is not in liquida(cid:2)on, and for which there is no requirement to return capital to investors through redemp(cid:2)on 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. 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. Performance Eligible Assets Under Management Performance Eligible Assets Under Management represents invested and to be 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. 95 Consolidated Results of Opera(cid:2)ons Following is a discussion of our consolidated results of opera(cid:2)ons. 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 opera(cid:2)ng partnerships and removes the amor(cid:2)za(cid:2)on of intangibles assets and Transac(cid:2)on-Related Charges) in these periods, see “— Segment Analysis” below. 96 The following table sets forth informa(cid:2)on regarding our consolidated results of opera(cid:2)ons and certain key opera(cid:2)ng metrics for the years ended December 31, 2021, 2020 and 2019: Year Ended December 31, 2020 2021 2021 vs. 2020 $ 2019 (Dollars in Thousands) % 2020 vs. 2019 $ % Revenues Management and Advisory Fees, Net Incen(cid:2)ve Fees Investment Income (Loss) Performance Alloca(cid:2)ons Realized Unrealized Principal Investments Realized Unrealized Total Investment Income Interest and Dividend Revenue Other Total Revenues Expenses Compensa(cid:2)on and Beneﬁts Compensa(cid:2)on Incen(cid:2)ve Fee Compensa(cid:2)on Performance Alloca(cid:2)ons Compensa(cid:2)on Realized Unrealized Total Compensa(cid:2)on and Beneﬁts General, Administra(cid:2)ve and Other Interest Expense Fund Expenses Total Expenses Other Income (Loss) Change in Tax Receivable Agreement Liability Net Gains from Fund Investment Ac(cid:2)vi(cid:2)es Total Other Income (Loss) Income Before Provision (Beneﬁt) for Taxes Provision (Beneﬁt) for Taxes Net Income Net Income (Loss) A(cid:4)ributable to Redeemable $ 5,170,707 $ 4,092,549 $ 3,472,155 $ 1,078,158 26% $ 620,394 18% 7% 253,991 129,911 115,330 138,661 8,750 83% 5,653,452 8,675,246 2,106,000 (384,393) 1,739,000 1,126,332 3,547,452 168% 9,059,639 367,000 21% n/m (1,510,725) n/m 1,003,822 1,456,201 16,788,721 160,643 203,086 22,577,148 391,628 (114,607) 1,998,628 125,231 (253,142) 6,101,927 393,478 215,003 612,194 156% n/m 1,570,808 3,473,813 14,790,093 740% (1,475,185) (57,167) 182,398 79,993 35,412 456,228 28% n/m 7,338,270 16,475,221 270% (1,236,343) (1,850) — (329,610) n/m -42% -31% (333,135) n/m -17% 2,161,973 98,112 1,855,619 44,425 1,820,330 44,300 306,354 17% 53,687 121% 35,289 2% 125 — 2,311,993 3,778,048 8,350,126 917,847 198,268 10,376 9,476,617 (2,759) 461,624 458,865 13,559,396 1,184,401 12,374,995 843,230 (154,516) 2,588,758 711,782 166,162 12,864 3,479,566 (35,383) 30,542 (4,841) 2,617,520 356,014 2,261,506 662,942 540,285 3,067,857 679,408 199,648 17,738 3,964,651 1,468,763 174% 3,932,564 n/m 5,761,368 223% 29% 19% -19% 5,997,051 172% 206,065 32,106 (2,488) 180,288 27% (694,801) n/m -16% (479,099) 5% 32,374 -17% (33,486) -27% (4,874) -12% (485,085) 161,567 282,829 444,396 32,624 431,082 463,706 -92% n/m n/m 3,818,015 10,941,876 418% (1,200,495) (47,952) 828,387 233% 3,865,967 10,113,489 447% (1,604,461) (196,950) n/m -89% (252,287) (449,237) n/m -31% 403,966 n/m -42% Non-Controlling Interests in Consolidated En(cid:2)(cid:2)es Net Income A(cid:4)ributable to Non-Controlling Interests in 5,740 (13,898) (121) 19,638 n/m (13,777) n/m Consolidated En(cid:2)(cid:2)es 1,625,306 217,117 476,779 1,408,189 649% (259,662) -54% Net Income A(cid:4)ributable to Non-Controlling Interests in Blackstone Holdings Net Income A(cid:4)ributable to Blackstone Inc. n/m Not meaningful. 4,886,552 (326,703) $ 5,857,397 $ 1,045,363 $ 2,049,682 $ 4,812,034 460% $(1,004,319) 3,873,628 382% 1,339,627 1,012,924 -24% -49% 97 Year Ended December 31, 2021 Compared to Year Ended December 31, 2020 Revenues Revenues were $22.6 billion for the year ended December 31, 2021, an increase of $16.5 billion, or 270%, compared to $6.1 billion for the year ended December 31, 2020. The increase in Revenues was primarily a(cid:3)ributable to an increase of $14.8 billion in Investment Income (Loss), which is composed of increases of $10.6 billion and $4.2 billion in Unrealized and Realized Investment Income (Loss), respec(cid:2)vely. The $10.6 billion increase in Unrealized Investment Income (Loss) was primarily a(cid:3)ributable to net unrealized apprecia(cid:2)on of investment holdings in the year ended December 31, 2021 compared to net unrealized deprecia(cid:2)on of investment holdings in the year ended December 31, 2020 in each of our segments. Principal drivers of these increases were: • The increase of $5.2 billion in our Real Estate segment was primarily a(cid:3)ributable to higher net unrealized apprecia(cid:2)on of investment holdings in our BREP and Core+ real estate funds in the year ended December 31, 2021 compared to the year ended December 31, 2020. The carrying value of investments for BREP funds increased 43.8% for the year ended December 31, 2021 compared to 3.4% for the year ended December 31, 2020. The carrying value of investments for Core+ real estate increased 25.0% for the year ended December 31, 2021 compared to 7.9% for the year ended December 31, 2020. • The increase of $3.7 billion in our Private Equity segment was primarily a(cid:3)ributable to higher net unrealized apprecia(cid:2)on of investment holdings in corporate private equity, Strategic Partners and Tac(cid:2)cal Opportuni(cid:2)es in the year ended December 31, 2021 compared to the year ended December 31, 2020. Corporate private equity, Strategic Partners and Tac(cid:2)cal Opportuni(cid:2)es carrying value increased 42.2%, 61.2% and 34.9%, respec(cid:2)vely, for the year ended December 31, 2021 compared to 11.9%, 0.1% and 14.1%, respec(cid:2)vely, for the year ended December 31, 2020. Eﬀec(cid:2)ve September 30, 2021, Strategic Partners’ fund ﬁnancial repor(cid:2)ng process was updated. As a result, the increase in Strategic Partners’ carrying value for the year ended December 31, 2021 includes the economic and market ac(cid:2)vity of ﬁve quarters. If the updated Strategic Partners’ fund ﬁnancial repor(cid:2)ng process had been in place in prior periods, Strategic Partners’ carrying value would have increased 49.8% for the year ended December 31, 2021. See Note 2. “Summary of Signiﬁcant Accoun(cid:2)ng Policies — Equity Method Investments” in the “Notes to Consolidated Financial Statements” in “— Item 8. Financial Statements and Supplementary Data” for addi(cid:2)onal informa(cid:2)on. • The increase of $517.9 million in our Credit & Insurance segment was primarily a(cid:3)ributable to net unrealized apprecia(cid:2)on of investments in our private credit strategies in the year ended December 31, 2021 compared to net unrealized deprecia(cid:2)on in the year ended December 31, 2020. • The increase of $461.6 million in our Hedge Fund Solu(cid:2)ons segment was primarily a(cid:3)ributable to net unrealized apprecia(cid:2)on of investment holdings in individual investor and specialized solu(cid:2)ons, customized solu(cid:2)ons and commingled products. The $4.2 billion increase in Realized Investment Income (Loss) was primarily a(cid:3)ributable to higher realized gains in our Private Equity and Real Estate segments and the gain recognized in connec(cid:2)on with the Pátria sale transac(cid:2)ons in the ﬁrst and third quarter of 2021. For addi(cid:2)onal informa(cid:2)on, see Note 4. “Investments — Equity Method Investments” in the “Notes to Consolidated Financial Statements” in “— Item 8. Financial Statements and Supplementary Data.” 98 Expenses Expenses were $9.5 billion for the year ended December 31, 2021, an increase of $6.0 billion, compared to $3.5 billion for the year ended December 31, 2020. The increase was primarily a(cid:3)ributable to an increase of $5.8 billion in Total Compensa(cid:2)on and Beneﬁts, of which $5.4 billion was Performance Alloca(cid:2)ons Compensa(cid:2)on. The increase in Performance Alloca(cid:2)ons Compensa(cid:2)on was primarily due to the increase in Investment Income (Loss) – Performance Alloca(cid:2)ons, on which a por(cid:2)on of this compensa(cid:2)on is based. Other Income (Loss) Other Income (Loss) was $458.9 million for the year ended December 31, 2021, an increase of $463.7 million, compared to $(4.8) million for the year ended December 31, 2020. The increase in Other Income (Loss) was due to increases of $431.1 million in Net Gains (Losses) from Fund Investment Ac(cid:2)vi(cid:2)es and $32.6 million in Change in Tax Receivable Agreement Liability. The increase in Net Gains (Losses) from Fund Investment Ac(cid:2)vi(cid:2)es was principally driven by increases of $206.0 million, $205.6 million and $31.2 million in our Real Estate, Private Equity and Credit & Insurance segments, respec(cid:2)vely. The increase in our Real Estate and Private Equity segments was primarily due to unrealized apprecia(cid:2)on and realized net gains of investments in our consolidated real estate and private equity funds, as applicable. The increase in our Credit & Insurance segment was primarily driven by the deconsolida(cid:2)on of nine CLO vehicles during the year ended December 31, 2020, as well as realized net gains of investments, par(cid:2)ally oﬀset by unrealized deprecia(cid:2)on of investments, in our consolidated credit funds. See Note 9. “Variable Interest En(cid:2)(cid:2)es” in the “Notes to Consolidated Financial Statements” in “— Item 8. Financial Statements and Supplementary Data” for addi(cid:2)onal informa(cid:2)on on the deconsolidated CLO vehicles. The increase in Change in Tax Receivable Agreement Liability was due to changes in es(cid:2)mated tax basis recovery. Provision (Beneﬁt) for Taxes The following table summarizes Blackstone’s tax posi(cid:2)on: Income Before Provision (Beneﬁt) for Taxes Provision (Beneﬁt) for Taxes Eﬀec(cid:2)ve Income Tax Rate 2021 $13,559,396 $ 1,184,401 Year Ended December 31, 2020 (Dollars in Thousands) $2,617,520 $ 356,014 8.7% 13.6% 2019 $3,818,015 $ (47,952) -1.3% The following table reconciles the eﬀec(cid:2)ve income tax rate to the U.S. federal statutory tax rate: Statutory U.S. Federal Income Tax Rate Income Passed Through to Common Shareholders and Non-Controlling Interest Holders (a)(b) State and Local Income Taxes Change to a Taxable Corpora(cid:2)on Change in Valua(cid:2)on Allowance (c) Other (a) Eﬀec(cid:2)ve Income Tax Rate Year Ended December 31, 2020 2021 2019 2021 vs. 2020 21.0% 21.0% 21.0% — 2020 vs. 2019 — -10.2% 2.1% — -4.1% -0.1% 8.7% -10.1% 2.4% 1.4% -2.8% 1.7% 13.6% -13.5% 1.6% -10.3% -0.8% 0.7% -1.3% -0.1% -0.3% -1.4% -1.3% -1.8% -4.9% 3.4% 0.8% 11.7% -2.0% 1.0% 14.9% (a) Eﬀec(cid:2)ve June 30, 2021, Blackstone recategorized certain components of its eﬀec(cid:2)ve income tax reconcilia(cid:2)on. Accordingly, certain components related to income a(cid:3)ributable to non-controlling interest holders were recategorized from Income Passed Through to Non-Controlling Interest Holders to Other. Prior periods have been recast accordingly. The recategoriza(cid:2)on had no eﬀect on Blackstone’s Provision for Taxes. 99 (b) Includes income that was not taxable to Blackstone and its subsidiaries. Such income was directly taxable to shareholders of Blackstone’s common stock for the period prior to the Conversion and remains taxable to Blackstone’s non-controlling interest holders. (c) The Change in Valua(cid:2)on Allowance for the year ended December 31, 2019 represents the change from July 1, 2019 to December 31, 2019, following the change to a taxable corpora(cid:2)on. Blackstone’s Provision (Beneﬁt) for Taxes for the years ended December 31, 2021 and 2020 was $1.2 billion and $356.0 million, respec(cid:2)vely. This resulted in an eﬀec(cid:2)ve tax rate of 8.7% and 13.6%, respec(cid:2)vely, based on our Income Before Provision (Beneﬁt) for Taxes of $13.6 billion and $2.6 billion, respec(cid:2)vely. The decrease in Blackstone’s eﬀec(cid:2)ve tax rate for the year ended December 31, 2021, compared to the year ended December 31, 2020, resulted primarily from the Conversion, state taxes and valua(cid:2)on allowance releases related to the step-up in the tax basis of investment assets. Addi(cid:2)onal informa(cid:2)on regarding our income taxes can be found in “— Item 8. Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 15. Income Taxes” of this ﬁling. Non-Controlling Interests in Consolidated En(cid:2)(cid:2)es The Net Income A(cid:3)ributable to Redeemable Non-Controlling Interests in Consolidated En(cid:2)(cid:2)es and Net Income A(cid:3)ributable to Non-Controlling Interests in Consolidated En(cid:2)(cid:2)es is a(cid:3)ributable 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 Ac(cid:2)vi(cid:2)es from the Net Income (Loss) A(cid:3)ributable to Blackstone Inc. Net Income A(cid:3)ributable to Non-Controlling Interests in Blackstone Holdings is derived from the Income Before Provision (Beneﬁt) for Taxes at the Blackstone Holdings level, excluding the Net Gains (Losses) from Fund Investment Ac(cid:2)vi(cid:2)es and the percentage alloca(cid:2)on of the income between Blackstone personnel and others who are limited partners of Blackstone Holdings and Blackstone a(cid:7)er considering any contractual arrangements that govern the alloca(cid:2)on of income such as fees allocable to Blackstone. For the years ended December 31, 2021 and 2020, the Net Income Before Taxes allocated to Blackstone personnel and others who are limited partners of Blackstone Holdings was 41.3% and 42.7%, respec(cid:2)vely. The decrease of 1.4% was primarily due to the conversion of Blackstone Holdings Partnership Units to shares of common stock and the ves(cid:2)ng of shares of common stock. The Other Income (Loss) — Change in Tax Receivable Agreement Liability was en(cid:2)rely allocated to Blackstone Inc. Opera(cid:2)ng 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 ac(cid:2)vity for the years ended December 31, 2021, 2020 and 2019. For a descrip(cid:2)on of how Assets Under Management and Fee-Earning Assets Under Management are determined, please see “—Key Financial Measures and Indicators — Opera(cid:2)ng Metrics — Total and Fee-Earning Assets Under Management.” 100 Note: Totals may not add due to rounding. 101 Fee-Earning Assets Under Management Balance, Beginning of Period Inﬂows (a) Ou(cid:6)lows (b) Net Inﬂows (Ou(cid:6)lows) Realiza(cid:2)ons (c) Market Ac(cid:2)vity (d)(g) Balance, End of Period (e) Increase (Decrease) Increase (Decrease) Annualized Base Management Fee Rate (f) Fee-Earning Assets Under Management Balance, Beginning of Period Inﬂows (a) Ou(cid:6)lows (b) Net Inﬂows (Ou(cid:6)lows) Realiza(cid:2)ons (c) Market Ac(cid:2)vity (d)(g) Balance, End of Period (e) Increase Increase Annualized Base Management Fee Rate (f) Real Estate Private Equity 2021 Hedge Fund Solu(cid:2)ons Credit & Insurance Year Ended December 31, Total Real Estate (Dollars in Thousands) Private Equity 2020 Hedge Fund Solu(cid:2)ons Credit & Insurance Total $ 149,121,461 73,051,751 $ 129,539,630 37,527,024 $ 74,126,610 10,656,310 $ 116,645,413 103,311,869 $ 469,433,114 224,546,954 $ 128,214,137 28,071,474 $ 97,773,964 45,359,946 $ 75,636,004 9,712,930 $ 106,450,747 26,035,009 (3,092,934) (3,693,890) (14,704,010) (11,948,060) (33,438,894) (3,517,881) (5,956,364) (12,538,753) (9,417,126) 69,958,817 (14,210,387) 16,606,808 $ 221,476,699 $ 72,355,238 49% 1.09% 33,833,134 (13,187,981) 6,372,176 $ 156,556,959 $ 27,017,329 (4,047,700) 91,363,809 (1,569,057) 5,524,715 $ 74,034,568 $ 21% 1.10% (12,775,234) 2,666,844 $ 197,900,832 (92,042) $ 81,255,419 — 0.86% 70% 0.55% 191,108,060 24,553,593 39,403,582 (41,742,659) 31,170,543 $ 649,969,058 $ 180,535,944 (9,007,492) 5,361,223 $ 149,121,461 $ 20,907,324 (7,290,931) (346,985) $ 129,539,630 $ 31,765,666 38% 0.92% 16% 1.14% 32% 1.00% (5,506,288) (916,929) (2,825,823) 16,617,883 (1,346,147) 2,662,576 $ 74,126,610 $ 116,645,413 $ (1,509,394) $ 10,194,666 -2% 0.81% 10% 0.57% $ 408,074,852 109,179,359 (31,430,124) 77,749,235 (23,150,858) 6,759,885 $ 469,433,114 $ 61,358,262 15% 0.91% Real Estate Private Equity Year Ended December 31, 2019 Hedge Fund Solu(cid:2)ons (Dollars in Thousands) Credit & Insurance Total $ $ $ 93,252,724 52,424,662 (9,690,143) 42,734,519 (11,353,675) 3,580,569 128,214,137 34,961,413 37% 1.02% $ $ $ 80,008,166 27,260,480 (2,352,716) 24,907,764 (7,212,993) 71,027 97,773,964 17,765,798 22% 1.08% $ $ $ 72,280,606 11,488,234 (11,928,940) (440,706) (1,153,785) 4,949,889 75,636,004 3,355,398 5% 0.75% $ $ $ 96,986,011 21,069,189 (9,067,554) 12,001,635 (5,629,089) 3,092,190 106,450,747 9,464,736 10% 0.57% $ $ $ 342,527,507 112,242,565 (33,039,353) 79,203,212 (25,349,542) 11,693,675 408,074,852 65,547,345 19% 0.86% 102 Total Assets Under Management Balance, Beginning of Period Inﬂows (a) Ou(cid:6)lows (b) Net Inﬂows (Ou(cid:6)lows) Realiza(cid:2)ons (c) Market Ac(cid:2)vity (d)(h)(i) Balance, End of Period (e) Increase (Decrease) Increase (Decrease) Total Assets Under Management Balance, Beginning of Period Inﬂows (a) Ou(cid:6)lows (b) Net Inﬂows (Ou(cid:6)lows) Realiza(cid:2)ons (c) Market Ac(cid:2)vity (d)(h)(i) Balance, End of Period (e) Increase Increase Real Estate Private Equity 2021 Hedge Fund Solu(cid:2)ons Credit & Insurance Year Ended December 31, Total Real Estate (Dollars in Thousands) Private Equity 2020 Hedge Fund Solu(cid:2)ons Credit & Insurance Total $ 187,191,247 75,257,777 $ 197,549,222 53,858,227 $ 79,422,869 11,921,965 $ 154,393,590 129,433,685 $ 618,556,928 270,471,654 $ 163,156,064 33,426,600 $ 182,886,109 23,030,463 $ 80,738,112 10,415,356 $ 144,342,178 28,141,077 (5,145,881) (2,969,032) (14,562,917) (13,411,898) (36,089,728) (3,836,842) (2,707,863) (13,353,437) 70,111,896 50,889,195 (19,490,016) (36,616,307) 41,660,978 $ 279,474,105 $ 92,282,858 49,648,897 $ 261,471,007 $ 63,921,785 (2,640,952) 116,021,787 (1,627,766) 6,179,990 $ 81,334,141 $ 1,911,272 (19,475,414) 7,682,504 $ 258,622,467 $ 104,228,877 234,381,926 29,589,758 20,322,600 (77,209,503) (16,256,579) (17,304,777) 105,172,369 $ 880,901,720 $ 262,344,792 10,702,004 $ 187,191,247 $ 24,035,183 11,645,290 $ 197,549,222 $ 14,663,113 49% 32% 2% 68% 42% 15% 8% (9,380,391) $ 571,122,463 95,013,496 (29,278,533) 65,734,963 (7,670,738) (42,624,988) (1,038,536) 24,324,490 $ 618,556,928 $ 47,434,465 7% 8% (2,938,081) 18,760,686 (1,392,894) 3,015,732 $ 79,422,869 $ 154,393,590 $ (1,315,243) $ 10,051,412 -2% Real Estate Private Equity Year Ended December 31, 2019 Hedge Fund Solu(cid:2)ons (Dollars in Thousands) Credit & Insurance Total $ $ $ 136,247,229 34,190,566 (2,664,717) 31,525,849 (18,097,899) 13,480,885 163,156,064 26,908,835 20% $ $ $ 130,665,286 56,836,570 (1,065,445) 55,771,125 (13,540,914) 9,990,612 182,886,109 52,220,823 40% $ $ $ 77,814,516 12,242,855 (13,433,702) (1,190,847) (1,271,968) 5,386,411 80,738,112 2,923,596 4% $ $ $ 127,515,286 31,107,288 (11,629,269) 19,478,019 (7,291,045) 4,639,918 144,342,178 16,826,892 13% $ $ $ 472,242,317 134,377,279 (28,793,133) 105,584,146 (40,201,826) 33,497,826 571,122,463 98,880,146 21% 103 (a) Inﬂows include contribu(cid:2)ons, capital raised, other increases in available capital (recallable capital and increased side-by-side commitments), purchases, inter-segment alloca(cid:2)ons and acquisi(cid:2)ons. (b) Ou(cid:6)lows represent redemp(cid:2)ons, client withdrawals and decreases in available capital (expired capital, expense drawdowns and decreased side-by-side commitments). (c) Realiza(cid:2)ons represent realiza(cid:2)on proceeds from the disposi(cid:2)on or other mone(cid:2)za(cid:2)on of assets, current income or capital returned to investors from CLOs. (d) Market ac(cid:2)vity includes realized and unrealized gains (losses) on por(cid:6)olio investments and the impact of foreign exchange rate ﬂuctua(cid:2)ons. (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 repor(cid:2)ng period. (g) For the year ended December 31, 2021, the impact to Fee-Earning Assets Under Management due to foreign exchange rate ﬂuctua(cid:2)ons was $(2.1) billion, $(1.1) billion and $(3.2) billion for the Real Estate, Credit & Insurance and Total segments, respec(cid:2)vely. For the year ended December 31, 2020, the impact to Fee-Earning Assets Under Management due to foreign exchange rate ﬂuctua(cid:2)ons was $2.4 billion, $1.0 billion and $3.5 billion for the Real Estate, Credit & Insurance and Total segments, respec(cid:2)vely. For the year ended December 31, 2019, such impact was $(94.9) million, $(280.6) million and $(375.5) million for the Real Estate, Credit & Insurance and Total segments, respec(cid:2)vely. (h) For the year ended December 31, 2021, the impact to Total Assets Under Management due to foreign exchange rate ﬂuctua(cid:2)ons was $(3.2) billion, $(1.2) billion, $(1.2) billion and $(5.6) billion for the Real Estate, Private Equity, Credit & Insurance and Total segments, respec(cid:2)vely. For the year ended December 31, 2020, the impact to Total Assets Under Management due to foreign exchange rate ﬂuctua(cid:2)ons was $4.2 billion, $642.6 million, $1.2 billion and $6.1 billion for the Real Estate, Private Equity, Credit & Insurance and Total segments, respec(cid:2)vely. For the year ended December 31, 2019, such impact was $(908.4) million, $238.8 million, $(233.0) million and $(902.6) million for the Real Estate, Private Equity, Credit & Insurance and Total segments, respec(cid:2)vely. (i) Eﬀec(cid:2)ve for the three months ended June 30, 2021, the methodology for Total Assets Under Management was updated to exclude permanent fund leverage where the intended use is not for inves(cid:2)ng purposes. Funds without an adjustment were either already applying the methodology in repor(cid:2)ng Total Assets Under Management or the update was not applicable. Addi(cid:2)onal detail on these adjustments is included below: Market Ac(cid:2)vity One-Time Methodology Adjustment Reported Market Ac(cid:2)vity Fee-Earning Assets Under Management Real Estate Private Equity Year Ended December 31, 2021 Hedge Fund Solu(cid:2)ons (Dollars in Thousands) $43,487,459 $49,648,897 $ 6,179,990 $ 7,682,504 $106,998,850 (1,826,481) (1,826,481) $41,660,978 $49,648,897 $ 6,179,990 $ 7,682,504 $105,172,369 Credit & Insurance — — — Total Fee-Earning Assets Under Management were $650.0 billion at December 31, 2021, an increase of $180.5 billion, or 38%, compared to $469.4 billion at December 31, 2020. The net increase was due to: • Inﬂows of $224.5 billion related to: o $103.3 billion in our Credit & Insurance segment driven by $34.5 billion from certain liquid credit strategies, $23.4 billion from direct lending, $13.8 billion from private placements credit, $12.3 billion from asset-based lending funds, $9.4 billion from CLOs, $6.0 billion from BIS, $1.7 billion from mezzanine funds and $1.1 billion from energy strategies, 104 o o o $73.1 billion in our Real Estate segment driven by $36.4 billion from BREDS related to Everlake and AIG L&R and capital being deployed, $26.7 billion from BREIT, $6.6 billion from BPP and co-investment, $2.4 billion from BPP Life Sciences, and $818.1 million from BREP and co-investment, $37.5 billion in our Private Equity segment driven by $15.8 billion from Strategic Partners, $10.2 billion from corporate private equity, $5.9 billion from Tac(cid:2)cal Opportuni(cid:2)es, $3.9 billion from BIP and $1.5 billion from BXG, and $10.7 billion in our Hedge Fund Solu(cid:2)ons segment driven by $6.7 billion from individual investor and specialized solu(cid:2)ons, $3.0 billion from customized solu(cid:2)ons and $881.5 million from commingled products. Inﬂows for BIS exclude inﬂows related to Everlake and AIG L&R that were allocated to strategies across various segments. Fee-Earning Assets Under Management inﬂows in BREDS funds exceed the Total Assets Under Management inﬂows due to the inﬂows being reﬂected in prior periods at the (cid:2)me of each capital closing of the fund for Total Assets Under Management. • Market ac(cid:2)vity of $31.2 billion primarily a(cid:3)ributable to: o o o o $16.6 billion of market apprecia(cid:2)on in our Real Estate segment driven by apprecia(cid:2)on of $17.0 billion from Core+ real estate (which included $1.2 billion of foreign exchange deprecia(cid:2)on), par(cid:2)ally oﬀset by foreign exchange deprecia(cid:2)on of $873.1 million from BREP and co-investment, $6.4 billion of market apprecia(cid:2)on in our Private Equity segment driven by $4.3 billion from Strategic Partners and $2.2 billion from BIP. For addi(cid:2)onal informa(cid:2)on regarding the update to Strategic Partners’ fund ﬁnancial repor(cid:2)ng process, see Note 2. “Summary of Signiﬁcant Accoun(cid:2)ng Policies — Equity Method Investments” in the “Notes to Consolidated Financial Statements” in “— Item 8. Financial Statements and Supplementary Data” of this ﬁling. $5.5 billion of market apprecia(cid:2)on in our Hedge Fund Solu(cid:2)ons segment driven by returns from BAAM’s Principal Solu(cid:2)ons Composite of 8.1% gross (7.2% net), and $2.7 billion of market apprecia(cid:2)on in our Credit & Insurance segment driven by apprecia(cid:2)on of $2.3 billion from MLP strategies, $857.1 million from direct lending and $322.5 million from certain liquid credit strategies, par(cid:2)ally oﬀset by market deprecia(cid:2)on of $783.5 million from CLOs, all of which included $1.1 billion of foreign exchange deprecia(cid:2)on across the segment. Oﬀse(cid:8)ng these increases were: • Realiza(cid:2)ons of $41.7 billion primarily driven by: o o o $14.2 billion in our Real Estate segment driven by $6.2 billion from BREDS, $4.5 billion from Core+ real estate and $3.4 billion from BREP and co-investment, $13.2 billion in our Private Equity segment driven by $4.7 billion from Strategic Partners, $4.5 billion from corporate private equity and $3.3 billion from Tac(cid:2)cal Opportuni(cid:2)es, and $12.8 billion in our Credit & Insurance segment driven by $3.9 billion from CLOs, $3.4 billion from direct lending, $1.9 billion from mezzanine funds, $1.6 billion from stressed/distressed strategies and $1.2 billion from energy strategies. 105 Fee-Earning Assets Under Management realiza(cid:2)ons in our BREDS funds exceed the Total Assets Under Management realiza(cid:2)ons due to reduc(cid:2)ons in BREDS IV’s fee basis as a result of third party ﬁnancing during the period. • Ou(cid:6)lows of $33.4 billion primarily a(cid:3)ributable to: o o o o $14.7 billion in our Hedge Fund Solu(cid:2)ons segment driven by $9.3 billion from customized solu(cid:2)ons, $2.7 billion from commingled products and $2.7 billion from individual investor and specialized solu(cid:2)ons, $11.9 billion in our Credit & Insurance segment driven by $5.4 billion from certain liquid credit strategies, $2.7 billion from BIS, $1.7 billion from MLP strategies, $494.7 million from CLOs and $440.7 million from stressed/distressed strategies, $3.7 billion in our Private Equity segment driven by $1.6 billion from Tac(cid:2)cal Opportuni(cid:2)es, $928.0 million from corporate private equity and $672.7 million from mul(cid:2)-asset products, and $3.1 billion in our Real Estate segment driven by $1.5 billion from BREIT, $991.0 million from BPP and co-investment and $555.2 million from BREDS. Total Assets Under Management Total Assets Under Management were $880.9 billion at December 31, 2021, an increase of $262.3 billion, or 42%, compared to $618.6 billion at December 31, 2020. The net increase was due to: • Inﬂows of $270.5 billion related to: o o o o $129.4 billion in our Credit & Insurance segment driven by $47.0 billion from direct lending, $34.3 billion from certain liquid credit strategies, $13.8 billion from private placements credit, $12.3 billion from asset-based lending funds, $9.8 billion from CLOs, $7.7 billion from BIS, and $3.1 billion from mezzanine funds, $75.3 billion in our Real Estate segment driven by $28.4 billion from BREDS related to Everlake and AIG L&R, $27.1 billion from BREIT, $8.5 billion from BREP funds, $6.7 billion from BPP and co-investment, and $4.3 billion from BPP Life Sciences, $53.9 billion in our Private Equity segment driven by $22.0 billion from Strategic Partners, $12.2 billion from corporate private equity, $8.3 billion from Tac(cid:2)cal Opportuni(cid:2)es, $6.7 billion from BIP, $2.5 billion from BXG and $1.7 billion from BXLS, and $11.9 billion in our Hedge Fund Solu(cid:2)ons segment driven by $8.6 billion from individual investor and specialized solu(cid:2)ons, $2.3 billion from customized solu(cid:2)ons and $1.0 billion from commingled products. Inﬂows for BIS exclude inﬂows related to Everlake and AIG L&R that were allocated to strategies across various segments. Total Assets Under Management inﬂows may exceed Fee-Earning Assets Under Management inﬂows due to the following reasons: • For our direct lending funds, 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 we charge fees. • For BREP, due to the diﬀerence between fund closings and the commencement of the investment period. Total Assets Under Management inﬂows are reported at each closing whereas the $6.4 billion will be reﬂected in Fee-Earning Assets Under Management inﬂows when the investment period commences for BREP Asia III. • For Strategic Partners, primarily due to funds with a maximum management fee basis of investor commitments and non-fee-paying co-investment capital. 106 • Market ac(cid:2)vity of $105.2 billion primarily driven by: o $49.6 billion of market apprecia(cid:2)on in our Private Equity segment driven by carrying value increases in corporate private equity, Strategic Partners, and Tac(cid:2)cal Opportuni(cid:2)es of 42.2%, 61.2% and 34.9%, respec(cid:2)vely, which includes $1.2 billion of foreign exchange deprecia(cid:2)on across the segment, Eﬀec(cid:2)ve September 30, 2021, Strategic Partners’ fund ﬁnancial repor(cid:2)ng process was updated. As a result, the increase in Strategic Partners’ carrying value for the year ended December 31, 2021 includes the economic and market ac(cid:2)vity of ﬁve quarters. If the updated Strategic Partners’ fund ﬁnancial repor(cid:2)ng process had been in place in prior periods, Strategic Partners’ carrying value would have increased 49.8% for the year ended December 31, 2021. See Note 2. “Summary of Signiﬁcant Accoun(cid:2)ng Policies — Equity Method Investments” in the “Notes to Consolidated Financial Statements” in “— Item 8. Financial Statements and Supplementary Data” for addi(cid:2)onal informa(cid:2)on. o o o $41.7 billion of market apprecia(cid:2)on in our Real Estate segment driven by carrying value increases in BREP and Core+ real estate of 43.8% and 25.0%, during the year, respec(cid:2)vely, which includes $3.2 billion of foreign exchange deprecia(cid:2)on across the segment, $7.7 billion of market apprecia(cid:2)on in our Credit & Insurance segment driven by apprecia(cid:2)on of $2.6 billion from MLP strategies, $2.0 billion from direct lending, $1.4 billion from mezzanine funds, $1.2 billion from energy strategies and $871.9 million from stressed/distressed strategies, par(cid:2)ally oﬀset by market deprecia(cid:2)on of $772.4 million from CLOs, all of which included $1.2 billion of foreign exchange deprecia(cid:2)on across the segment, and $6.2 billion of market apprecia(cid:2)on in our Hedge Fund Solu(cid:2)ons segment driven by reasons noted above in Fee-Earning Assets Under Management. Total Assets Under Management market ac(cid:2)vity in our BREP and co-investment funds and our Private Equity segment generally represents the change in fair value of the investments held and typically exceeds the Fee-Earning Assets Under Management market ac(cid:2)vity. Oﬀse(cid:8)ng these increases were: • Realiza(cid:2)ons of $77.2 billion primarily driven by: o o o $36.6 billion in our Private Equity segment driven by $17.5 billion from corporate private equity, $9.5 billion from Strategic Partners and $8.1 billion from Tac(cid:2)cal Opportuni(cid:2)es, $19.5 billion in our Real Estate segment driven by $12.5 billion from BREP and co-investment, $4.6 billion from Core+ real estate and $2.4 billion from BREDS, and $19.5 billion in our Credit & Insurance segment driven by $6.6 billion from direct lending, $4.0 billion from CLOs, $3.5 billion from mezzanine funds, $2.4 billion from stressed/distressed strategies and $2.1 billion from energy strategies. Total Assets Under Management realiza(cid:2)ons in our BREP and co-investment funds and our Private Equity segment generally represents the total proceeds and typically exceeds the Fee-Earning Assets Under Management realiza(cid:2)ons which generally represents only the invested capital. • Ou(cid:6)lows of $36.1 billion primarily a(cid:3)ributable to: o o $14.6 billion in our Hedge Fund Solu(cid:2)ons segment driven by $8.5 billion from customized solu(cid:2)ons, $3.1 billion from individual investor and specialized solu(cid:2)ons and $2.9 billion from commingled products, $13.4 billion in our Credit & Insurance segment driven by $5.8 billion from certain liquid credit strategies, $2.7 billion from BIS, $1.9 billion from MLP strategies, $1.1 billion from direct lending and $760.5 million from CLOs, 107 $5.1 billion in our Real Estate segment driven by $2.2 billion from BREDS, $1.5 billion from BREIT, $991.2 million from BPP and co-investment and $455.4 million from BREP and co-investment, and $3.0 billion in our Private Equity segment driven by $1.2 billion from Tac(cid:2)cal Opportuni(cid:2)es, $692.2 million from Strategic Partners, $379.2 million from mul(cid:2)-asset products and $240.6 million from corporate private equity. o o Dry Powder The following presents our Dry Powder as of December 31 of each year: 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 compensa(cid:2)on, of the Blackstone Funds as of December 31, 2021 and 2020. Net Accrued Performance Revenues presented do not include clawback amounts, if any, which are disclosed in Note 19. “Commitments and Con(cid:2)ngencies — Con(cid:2)ngencies — Con(cid:2)ngent Obliga(cid:2)ons (Clawback)” in the “Notes to Consolidated Financial Statements” in “— Item 8. Financial Statements and Supplementary Data” of this ﬁling. See “— Non-GAAP Financial Measures” for our reconcilia(cid:2)on of Net Accrued Performance Revenues. 108 Real Estate BREP IV BREP V BREP VI BREP VII BREP VIII BREP IX BREP Europe IV BREP Europe V BREP Europe VI BREP Asia I BREP Asia II BPP BEPIF BREDS BTAS Total Real Estate (a) Private Equity BCP IV BCP V BCP VI BCP VII BCP VIII BCP Asia I BEP I BEP III BCEP I Tac(cid:2)cal Opportuni(cid:2)es BXG Strategic Partners BXLS BTAS/Other Total Private Equity (a) Hedge Fund Solu(cid:2)ons Credit & Insurance $ December 31, 2021 2020 (Dollars in Millions) 22 $ 36 33 481 962 901 89 521 253 126 162 505 2 46 57 4,197 8 45 469 1,313 275 380 27 68 214 382 36 489 21 211 3,939 280 323 9 13 42 236 475 137 97 211 — 127 — 264 — 23 21 1,656 18 — 680 688 — 72 29 16 105 189 15 105 10 45 1,971 29 170 Total Blackstone Net Accrued Performance Revenues $ 8,738 $ 3,826 Note: Totals may not add due to rounding. (a) Real Estate and Private Equity include co-investments, as applicable For the year ended December 31, 2021 Net Accrued Performance Revenues receivable increased due to Net Performance Revenues of $8.4 billion oﬀset by net realized distribu(cid:2)ons of $3.5 billion. 109 Invested Performance Eligible Assets Under Management The following presents our Invested Performance Eligible Assets Under Management as of December 31 of each year: Note: Totals may not add due to rounding. 110 Perpetual Capital The following presents our Perpetual Capital Total Assets Under Management as of December 31 of each year: Note: Totals may not add due to rounding. Perpetual Capital Total Assets Under Management were $313.4 billion as of December 31, 2021, an increase of $178.5 billion, or 132%, compared to $134.9 billion as of December 31, 2020. Perpetual Capital Total Assets Under Management in our Credit & Insurance, Real Estate and Private Equity segments increased $90.3 billion, $75.1 billion and $9.9 billion, respec(cid:2)vely. Principal drivers of these increases were: • • $75.7 billion from AIG L&R and Everlake. The assets for AIG L&R and Everlake are reported in the segment where they are managed and therefore contribute to the increases in our Real Estate, Private Equity and Credit & Insurance segments. In our Credit & Insurance segment, net Total Assets Under Management growth in direct lending resulted in an increase of $38.4 billion, which included the launch of BCRED during the year ended December 31, 2021. 111 • • In our Real Estate segment, net Total Assets Under Management growth in BREIT, BPP and co-investment and BPP Life Sciences resulted in increases of $31.6 billion, $8.4 billion and $6.4 billion, respec(cid:2)vely. In our Private Equity segment, net Total Assets Under Management growth in BIP resulted in an increase of $8.2 billion. Perpetual Capital Total Assets Under Management were $134.9 billion as of December 31, 2020, an increase of $31.2 billion, or 30%, compared to $103.7 billion as of December 31, 2019. Perpetual Capital Total Assets Under Management in our Real Estate and Credit & Insurance segments increased $24.0 billion and $4.5 billion, respec(cid:2)vely. Principal drivers of these increases were: • • In our Real Estate segment, net Total Assets Under Management growth in BREIT, BPP and co-investment and the launch of BPP Life Sciences resulted in increases of $9.3 billion, $4.2 billion and $7.7 billion, respec(cid:2)vely. In our Credit & Insurance segment, net Total Assets Under Management growth in direct lending and BIS resulted in increases of $2.4 billion and $2.1 billion, respec(cid:2)vely. Investment Records Fund returns informa(cid:2)on for our signiﬁcant funds is included throughout this discussion and analysis to facilitate an understanding of our results of opera(cid:2)ons for the periods presented. The fund returns informa(cid:2)on reﬂected in this discussion and analysis is not indica(cid:2)ve of the ﬁnancial performance of Blackstone and is also not necessarily indica(cid:2)ve of the future performance of any par(cid:2)cular 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 exis(cid:2)ng and future funds will achieve similar returns. 112 The following table presents the investment record of our signiﬁcant funds from incep(cid:2)on through December 31, 2021: Fund (Investment Period Beginning Date / Ending Date) (a) Commi(cid:4)ed Available Capital (b) Capital Unrealized Investments Value MOIC (c) % Public Realized Investments MOIC (c) Value Total Investments Value MOIC (c) Realized Total Net IRRs (d) (Dollars/Euros in Thousands, Except Where Noted) Real Estate Pre-BREP BREP I (Sep 1994 / Oct 1996) BREP II (Oct 1996 / Mar 1999) BREP III (Apr 1999 / Apr 2003) BREP IV (Apr 2003 / Dec 2005) BREP V (Dec 2005 / Feb 2007) BREP VI (Feb 2007 / Aug 2011) BREP VII (Aug 2011 / Apr 2015) BREP VIII (Apr 2015 / Jun 2019) *BREP IX (Jun 2019 / Dec 2024) Total Global BREP BREP Int’l (Jan 2001 / Sep 2005) BREP Int’l II (Sep 2005 / Jun 2008) (e) BREP Europe III (Jun 2008 / Sep 2013) BREP Europe IV (Sep 2013 / Dec 2016) BREP Europe V (Dec 2016 / Oct 2019) *BREP Europe VI (Oct 2019 / Apr 2025) Total BREP Europe $ — $ — — — — 230,597 550,464 — 140,714 $ — 380,708 — 1,198,339 — 1,522,708 86,217 2,198,694 225,785 5,539,418 11,060,444 368,991 13,496,823 1,513,419 7,227,075 16,576,617 2,408,621 17,141,352 21,007,890 9,286,121 20,046,447 $73,122,355 $13,989,222 $45,095,867 — € 824,172 € — 1,629,748 3,205,167 301,469 6,675,950 1,358,287 1,859,069 7,937,730 1,507,062 9,423,656 9,838,021 5,535,286 6,465,502 € 30,110,788 € 8,819,215 € 18,049,696 — € — 418,580 n/a — n/a — n/a — n/a — 1.7x 65% 1.9x 96% 2.0x 79% 1.6x 4% 1.7x — 1.7x 1.7x n/a — n/a — 0.5x — 1.3x — 1.6x — 1.5x 1.5x — 2% 3% 1% 345,190 $ 1,327,708 2,531,614 3,330,406 4,579,740 13,222,089 27,395,812 23,739,753 17,214,412 3,831,613 $97,518,337 € 1,373,170 2,583,032 5,790,308 9,660,569 2,244,531 336,091 € 21,987,701 345,190 2.5x $ 1,327,708 2.8x 2,531,614 2.1x 3,330,406 2.4x 1.7x 4,665,957 2.3x 13,447,874 2.5x 27,764,803 2.1x 30,966,828 2.4x 34,355,764 1.7x 23,878,060 2.3x $142,614,204 1,373,170 2.1x € 2,583,032 1.8x 2.4x 6,091,777 2.0x 11,519,638 2.7x 11,668,187 1.8x 6,801,593 2.1x € 40,037,397 2.5x 33% 2.8x 40% 2.1x 19% 2.4x 21% 1.7x 13% 2.3x 11% 2.5x 13% 2.0x 22% 2.0x 29% 1.7x 69% 2.1x 17% 2.1x 23% 1.8x 8% 2.0x 19% 1.8x 20% 1.8x 40% 1.5x 58% 1.8x 16% 33% 40% 19% 21% 12% 11% 13% 15% 18% 43% 16% 23% 8% 14% 14% 14% 33% 13% con(cid:2)nued ... 113 Fund (Investment Period Beginning Date / Ending Date) (a) Real Estate (con(cid:2)nued) BREP Asia I (Jun 2013 / Dec 2017) *BREP Asia II (Dec 2017 / Jun 2023) BREP Asia III (TBD) BREP Co-Investment (f) Total BREP *Core+ BPP (Various) (g) *Core+ BREIT (Various) (h) *BREDS High-Yield (Various) (i) Private Equity Corporate Private Equity BCP I (Oct 1987 / Oct 1993) BCP II (Oct 1993 / Aug 1997) BCP III (Aug 1997 / Nov 2002) BCOM (Jun 2000 / Jun 2006) BCP IV (Nov 2002 / Dec 2005) BCP V (Dec 2005 / Jan 2011) BCP VI (Jan 2011 / May 2016) BCP VII (May 2016 / Feb 2020) *BCP VIII (Feb 2020 / Feb 2026) Energy I (Aug 2011 / Feb 2015) Energy II (Feb 2015 / Feb 2020) *Energy III (Feb 2020 / Feb 2026) BCP Asia I (Dec 2017 / Sep 2021) *BCP Asia II (Sep 2021 / Sep 2027) Core Private Equity I (Jan 2017 / Mar 2021) (j) *Core Private Equity II (Mar 2021 / Mar 2026) (j) Total Corporate Private Equity Commi(cid:4)ed Available Capital (b) Capital Unrealized Investments Value MOIC (c) % Public Realized Investments MOIC (c) Value Total Investments Value Net IRRs (d) MOIC (c) Realized Total (Dollars/Euros in Thousands, Except Where Noted) $ 4,261,983 $ 916,881 $ 2,552,222 7,339,220 2,425,009 6,713,549 — 6,381,667 6,381,667 796,536 31,920 7,055,974 $133,185,559 $33,772,146 $75,965,536 1.4x 16% 1.4x 4% n/a — 2.1x 1.6x 1% 3% $ 6,021,459 580,190 — 14,948,870 $146,475,632 8,573,681 2.1x $ 7,293,739 1.8x — n/a 2.2x 15,745,406 2.2x $222,441,168 1.9x 21% 13% 1.4x 50% 13% n/a n/a 2.2x 16% 16% 2.0x 17% 16% n/a $ n/a $57,324,295 n/a 54,080,977 19,986,922 5,933,947 5,829,078 n/a $ n/a n/a — n/a — 1.1x — $ 10,728,817 1,480,927 14,959,035 n/a $ 68,053,112 n/a 55,561,904 1.3x 20,788,113 11% n/a n/a 13% n/a n/a 1.2x 11% 10% $ n/a — n/a — n/a — n/a — 1.3x — 859,081 $ 1,361,100 3,967,422 2,137,330 6,773,182 — $ — — 24,575 169,884 21,009,112 1,035,259 15,202,513 1,378,295 8,021,296 18,854,243 1,933,503 26,725,915 25,179,610 18,004,146 10,614,496 2,441,558 685,652 174,492 4,933,284 1,030,529 4,413,862 4,303,030 3,104,547 1,952,422 2,454,139 1,118,140 4,879,474 6,491,738 6,477,858 — 4,766,232 1,148,177 7,884,413 8,180,704 6,749,990 1,461,615 $128,914,278 $42,349,395 $67,284,644 — — — 16,409 128,004 501,086 33.9x 98% 1.8x 46% 1.9x 31% 1.5x 14% 1.4x 61% 1.4x 31% 1.7x 49% 3.7x 68% n/a — 2.1x — 1.0x — 1.8x 30% $ 1,741,738 3,256,819 9,184,688 2,953,649 21,479,599 37,985,864 23,309,039 8,448,126 514,890 3,740,214 1,405,060 297,794 959,974 — 1,845,111 — $117,122,565 1,741,738 2.6x $ 3,256,819 2.5x 9,184,688 2.3x 1.4x 2,970,058 2.9x 21,607,603 1.9x 38,486,950 2.3x 31,330,335 2.3x 35,174,041 2.9x 11,129,386 4,425,866 2.0x 5,818,922 1.0x 2,250,216 2.5x 5,839,448 5.1x n/a — 9,729,524 3.3x n/a 1,461,615 2.2x $184,407,209 8% 6% 2.6x 19% 19% 2.5x 32% 32% 2.3x 14% 14% 1.4x 6% 2.8x 36% 36% 1.9x 8% 2.1x 17% 13% 2.0x 34% 21% 1.5x n/m 1.8x 15% 11% 1.3x — 4% 1.8x 110% 64% 3.9x 118% 74% n/a n/a 2.2x 49% 27% 1.0x n/a 2.0x 16% 16% n/m n/m n/a con(cid:2)nued ... 114 Fund (Investment Period Beginning Date / Ending Date) (a) Commi(cid:4)ed Available Capital (b) Capital Unrealized Investments Value MOIC (c) % Public Realized Investments MOIC (c) Value Total Investments Value MOIC (c) Realized Total Net IRRs (d) Private Equity (con(cid:2)nued) Tac(cid:2)cal Opportuni(cid:2)es *Tac(cid:2)cal Opportuni(cid:2)es (Various) *Tac(cid:2)cal Opportuni(cid:2)es Co-Investment and Other (Various) Total Tac(cid:2)cal Opportuni(cid:2)es *Growth (Jul 2020 / Jul 2025) Strategic Partners (Secondaries) Strategic Partners I-V (Various) (k) Strategic Partners VI (Apr 2014 / Apr 2016) (k) Strategic Partners VII (May 2016 / Mar 2019) (k) Strategic Partners Real Assets II (May 2017 / Jun 2020) (k) Strategic Partners VIII (Mar 2019 / Oct 2021) (k) *Strategic Partners Real Estate, SMA and Other (Various) (k) *Strategic Partners Infra III (Jun 2020 / Jul 2024) (k) *Strategic Partners IX (Oct 2021 / Jul 2026) (k) Total Strategic Partners (Secondaries) *Infrastructure (Various) Life Sciences Clarus IV (Jan 2018 / Jan 2020) *BXLS V (Jan 2020 / Jan 2025) (Dollars/Euros in Thousands, Except Where Noted) $22,759,261 $ 7,559,204 $14,145,210 12,949,322 5,251,126 5,963,952 $35,708,583 $12,810,330 $20,109,162 1.4x 14% 8% 1.8x 1.5x 12% $17,666,444 6,493,793 $24,160,237 1.9x $31,811,654 1.6x 12,457,745 1.8x $44,269,399 1.6x 18% 13% 1.7x 19% 20% 1.7x 19% 15% $ 4,987,303 $ 2,294,812 $ 3,288,600 1.2x 13% $ 332,887 3.2x $ 3,621,487 1.3x n/m 43% 914,512 11,863,351 584,239 4,362,750 1,405,799 1,265,351 7,489,970 1,959,485 5,667,109 1,749,807 446,763 1,185,225 10,763,600 4,356,481 9,904,521 7,878,498 2,567,247 3,123,973 487,301 3,250,100 2,135,928 12,787,918 10,352,530 1,214,852 $60,145,994 $24,138,745 $23,432,571 n/a — n/a — n/a — n/a — n/a — n/a — n/a — n/a — n/a — 17,444,252 3,841,661 4,538,807 722,811 2,852,354 2,536,724 65,044 — $32,001,653 n/a 18,028,491 n/a 5,107,012 n/a 10,205,916 n/a 1,908,036 n/a 12,756,875 n/a 5,660,697 552,345 n/a n/a 1,214,852 n/a $55,434,224 1.7x n/a 1.7x n/a 2.0x n/a 1.4x n/a 1.9x n/a 1.6x n/a 1.4x n/a 1.0x n/a 1.7x n/a 13% 15% 23% 15% 62% 19% 93% n/m 16% $17,118,991 $ 5,813,496 $13,386,607 1.2x 27% $ 615,083 n/a $14,001,690 1.2x n/a 17% 910,000 792,011 4,822,625 3,588,057 1,186,694 198,477 1.6x 1.2x 5% 7% 230,278 — 1.9x 1,022,289 n/a 1,186,694 1.6x 25% 17% 6% 1.2x n/a con(cid:2)nued ... 115 Fund (Investment Period Beginning Date / Ending Date) (a) Commi(cid:4)ed Available Capital (b) Capital Unrealized Investments Value MOIC (c) % Public Realized Investments MOIC (c) Value Total Investments Value MOIC (c) Realized Total Net IRRs (d) Credit Mezzanine / Opportunis(cid:2)c I (Jul 2007 / Oct 2011) Mezzanine / Opportunis(cid:2)c II (Nov 2011 / Nov 2016) Mezzanine / Opportunis(cid:2)c III (Sep 2016 / Jan 2021) *Mezzanine / Opportunis(cid:2)c IV (Jan 2021 / Jan 2026) Stressed / Distressed I (Sep 2009 / May 2013) Stressed / Distressed II (Jun 2013 / Jun 2018) *Stressed / Distressed III (Dec 2017 / Dec 2022) Energy I (Nov 2015 / Nov 2018) *Energy II (Feb 2019 / Feb 2024) European Senior Debt I (Feb 2015 / Feb 2019) *European Senior Debt II (Jun 2019 / Jun 2024) Total Credit Drawdown Funds (l) *Direct Lending BCRED (Various) (m) (Dollars/Euros in Thousands, Except Where Noted) 18,004 $ 2,000,000 $ 97,114 $ 456,774 4,120,000 1,007,436 951,810 4,671,432 6,639,133 5,016,771 3,917,329 1,140,074 — 3,253,143 5,125,000 475,897 7,356,380 3,477,014 2,179,843 997,985 2,856,867 1,049,896 3,616,081 2,259,493 1,629,250 € 1,964,689 € 342,587 € 1,020,952 € 4,088,344 € 2,392,801 € 2,821,177 $46,889,033 $16,494,206 $15,938,527 76,000 547,430 1.4x — 0.4x — 1.1x — 1.0x — n/a — 0.6x — 1.0x — 1.0x — 1.2x — 1.0x — 1.0x — 1.0x — $ 4,785,346 6,318,337 4,725,460 1.6x $ 4,803,350 1.6x 6,775,111 1.6x 9,396,892 17,999 17.5x 1,158,073 1.3x 5,776,841 1.2x 5,639,163 1.4x 4,419,916 1.6x 3,146,780 1.5x 2,303,721 1.4x € 3,279,807 1.3x € 3,776,934 1.4x $51,480,397 5,776,841 5,163,266 2,240,073 2,148,795 674,471 € 2,258,855 € 955,757 $35,541,870 1.6x 1.4x 1.3x 1.0x 1.3x 1.1x 1.2x 1.3x 1.3x 1.2x 1.1x 1.3x n/a 17% n/a 10% n/a 12% n/a n/m 9% n/a 2% n/a 9% n/a 8% n/a n/a 32% n/a 6% n/a 18% n/a 10% $ n/a $ n/a $12,854,821 n/a — $ 315,805 n/a $13,170,626 n/a n/a 12% 116 The returns presented herein represent those of the applicable Blackstone Funds and not those of Blackstone. Not applicable. n/m Not meaningful generally due to the limited (cid:2)me since ini(cid:2)al investment. n/a SMA Separately managed account. * (a) (b) Represents funds that are currently in their investment period and open-ended funds. Excludes investment vehicles where Blackstone does not earn fees. 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. Mul(cid:2)ple of Invested Capital (“MOIC”) represents carrying value, before management fees, expenses and Performance Revenues, divided by invested capital. Unless otherwise indicated, Net Internal Rate of Return (“IRR”) represents the annualized incep(cid:2)on to December 31, 2021 IRR on total invested capital based on realized proceeds and unrealized value, as applicable, a(cid:7)er management fees, expenses and Performance Revenues. IRRs are calculated using actual (cid:2)ming of limited partner cash ﬂows. Ini(cid:2)al incep(cid:2)on date of cash ﬂows may diﬀer from the Investment Period Beginning Date. The 8% Realized Net IRR and 8% Total Net IRR exclude investors that opted out of the Hilton investment opportunity. Overall BREP Interna(cid:2)onal II performance reﬂects a 7% Realized Net IRR and a 7% Total Net IRR. BREP Co-Investment represents co-investment capital raised for various BREP investments. The Net IRR reﬂected is calculated by aggrega(cid:2)ng each co-investment’s realized proceeds and unrealized value, as applicable, a(cid:7)er management fees, expenses and Performance Revenues. BPP represents the Core+ real estate funds which invest with a more modest risk proﬁle and lower leverage. Commi(cid:3)ed Capital and Available Capital are not regularly reported to investors in our Core+ strategy and are not applicable in the context of these funds. Unrealized Investment Value reﬂects BREIT’s net asset value as of December 31, 2021. Realized Investment Value represents BREIT’s cash distribu(cid:2)ons, net of servicing fees. The BREIT 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. These returns are not representa(cid:2)ve of the returns experienced by any par(cid:2)cular investor or share class. Incep(cid:2)on to date net returns are presented on an annualized basis and are from January 1, 2017. Commi(cid:3)ed Capital and Available Capital are not regularly reported to investors in our Core+ strategy and are not applicable in the context of this vehicle. BREDS High-Yield represents the ﬂagship real estate debt drawdown funds only. Blackstone Core Equity Partners is a core private equity strategy which invests with a more modest risk proﬁle and longer hold period than tradi(cid:2)onal private equity. Realiza(cid:2)ons are treated as return of capital un(cid:2)l fully recovered and therefore unrealized and realized MOICs are not applicable. Returns are calculated from results that are reported on a three month lag from Strategic Partners’ fund ﬁnancial statements and therefore do not include the impact of economic and market ac(cid:2)vi(cid:2)es in the current quarter. Eﬀec(cid:2)ve in the three months ended December 31, 2021, the MOIC calcula(cid:2)on was updated to exclude capital called for management fees and expenses from invested capital. Funds presented represent the ﬂagship credit drawdown funds only. The Total Credit Net IRR is the combined IRR of the credit drawdown funds presented. Unrealized Investment Value reﬂects BCRED’s net asset value as of December 31, 2021. Realized Investment Value represents BCRED’s cash distribu(cid:2)ons, net of servicing fees. The BCRED 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 (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) 117 expenses incurred by BCRED. These returns are not representa(cid:2)ve of the returns experienced by any par(cid:2)cular investor or share class. Incep(cid:2)on to date net returns are presented on an unannualized basis and are from January 7, 2021. Commi(cid:3)ed Capital and Available Capital are not regularly reported to investors in BCRED and are not applicable in the context of this vehicle. Does not include BXSL as it is now a publicly traded BDC following its IPO on October 28, 2021. Segment Analysis Discussed below is our Segment Distributable Earnings for each of our segments. This informa(cid:2)on is reﬂected in the manner u(cid:2)lized by our senior management to make opera(cid:2)ng decisions, assess performance and allocate resources. References to “our” sectors or investments may also refer to por(cid:6)olio companies and investments of the underlying funds that we manage. Real Estate The following table presents the results of opera(cid:2)ons for our Real Estate segment: Year Ended December 31, 2020 2021 2021 vs. 2020 2020 vs. 2019 2019 $ (Dollars in Thousands) % $ % Management Fees, Net Base Management Fees Transac(cid:2)on and Other Fees, Net Management Fee Oﬀsets Total Management Fees, Net Fee Related Performance Revenues Fee Related Compensa(cid:2)on Other Opera(cid:2)ng Expenses Fee Related Earnings Realized Performance Revenues Realized Performance Compensa(cid:2)on Realized Principal Investment Income Net Realiza(cid:2)ons Segment Distributable Earnings n/m Not meaningful. $ 1,895,412 $ 1,553,483 $ 1,116,183 $ 175,831 (26,836) 1,265,178 198,237 (531,259) (168,332) 763,824 1,032,337 (374,096) 79,733 737,974 341,929 22% $ 437,300 39% (77,606) -44% 13,816 -51% 373,510 30% 139,924 71% (86,846) 16% (14,800) 9% 411,788 54% (244,569) -24% 61,398 -16% (54,969) -69% (238,140) -32% $ 3,224,734 $ 1,675,446 $ 1,501,798 $ 1,549,288 92% $ 173,648 12% 62,170 63% 9,521 -73% 413,620 25% 1,356,858 401% (543,244) 88% (51,373) 28% 1,175,861 100% 331,844 42% (130,522) 42% 172,105 695% 373,427 75% 160,395 (3,499) 2,052,308 1,695,019 (1,161,349) (234,505) 2,351,473 1,119,612 (443,220) 196,869 873,261 98,225 (13,020) 1,638,688 338,161 (618,105) (183,132) 1,175,612 787,768 (312,698) 24,764 499,834 Year Ended December 31, 2021 Compared to Year Ended December 31, 2020 Segment Distributable Earnings were $3.2 billion for the year ended December 31, 2021, an increase of $1.5 billion, or 92%, compared to $1.7 billion for the year ended December 31, 2020. The increase in Segment Distributable Earnings was a(cid:3)ributable to increases of $1.2 billion in Fee Related Earnings and $373.4 million in Net Realiza(cid:2)ons. Segment Distributable Earnings in our Real Estate segment in 2021 were higher compared to 2020. This was primarily driven by increased Fee Related Earnings due to crystalliza(cid:2)on of BREIT performance revenues and growth in Fee-Earning Assets Under Management in Core+ real estate and BREDS, as well as increased Net Realiza(cid:2)ons due to higher Realized Performance Revenues in BREP and BREDS. In 2021, we beneﬁted from meaningful fundraising momentum in our perpetual capital strategies, which represent an increasing percentage of our Total Assets Under Management. Robust economic ac(cid:2)vity in the U.S. has supported substan(cid:2)al recovery in investments in our real estate por(cid:6)olio that were impacted by the COVID-19 pandemic, and con(cid:2)nued strength in our logis(cid:2)cs and U.S. mul(cid:2)family investments. 118 Accelera(cid:2)on of inﬂa(cid:2)on in the U.S. is likely to con(cid:2)nue in the near- to medium-term. Higher inﬂa(cid:2)on would poten(cid:2)ally nega(cid:2)vely impact certain real estate assets, such as those with long-term leases that do not provide for short-term rent increases. Our real estate strategies have, however, oriented their por(cid:6)olios toward investments in sectors and markets where we see opportuni(cid:2)es for stronger rela(cid:2)ve growth, with be(cid:3)er insula(cid:2)on from inﬂa(cid:2)on pressure. In the U.S., heightened compe(cid:2)(cid:2)on for workers, global supply chain issues and rising input costs have contributed to increasing wages and other inputs, which increasingly pressure proﬁt margins. The valua(cid:2)ons of certain investments in our Real Estate segment, par(cid:2)cularly in the hospitality sector, would poten(cid:2)ally be nega(cid:2)vely impacted if such companies and assets cannot successfully iden(cid:2)fy and execute on means to mi(cid:2)gate margin pressures. In addi(cid:2)on, interest rates are expected to con(cid:2)nue to rise in 2022, including in connec(cid:2)on with expected rate increase by the U.S. Federal Reserve. A period of sharply rising interest rates could create downward pressure on the price of certain real estate and increase the cost of debt ﬁnancing for our real estate businesses and assets. Further, rising interest rates may contribute to a period of sustained declines in values in the equity markets and make it more diﬃcult to realize value from our real estate investments. Fee Related Earnings Fee Related Earnings were $2.4 billion for the year ended December 31, 2021, an increase of $1.2 billion, or 100%, compared to $1.2 billion for the year ended December 31, 2020. The increase in Fee Related Earnings was a(cid:3)ributable to increases of $1.4 billion in Fee Related Performance Revenues and $413.6 million in Management Fees, Net, par(cid:2)ally oﬀset by increases of $543.2 million in Fee Related Compensa(cid:2)on and $51.4 million in Other Opera(cid:2)ng Expenses. Fee Related Performance Revenues were $1.7 billion for the year ended December 31, 2021, an increase of $1.4 billion, compared to $338.2 million for the year ended December 31, 2020. The increase was primarily due to the crystalliza(cid:2)on of BREIT performance revenues. Management Fees, Net were $2.1 billion for the year ended December 31, 2021, an increase of $413.6 million, compared to $1.6 billion for the year ended December 31, 2020, primarily driven by an increase in Base Management Fees. Base Management Fees increased $341.9 million primarily due to Fee-Earning Assets Under Management growth in Core+ real estate and BREDS. Fee Related Compensa(cid:2)on was $1.2 billion for the year ended December 31, 2021, an increase of $543.2 million, compared to $618.1 million for the year ended December 31, 2020. The increase was primarily due to increases in Fee Related Performance Revenues and Management Fees, Net, on which a por(cid:2)on of Fee Related Compensa(cid:2)on is based. Other Opera(cid:2)ng Expenses were $234.5 million for the year ended December 31, 2021, an increase of $51.4 million, compared to $183.1 million for the year ended December 31, 2020. The increase was primarily due to occupancy and technology related expenses. Net Realiza(cid:2)ons Net Realiza(cid:2)ons were $873.3 million for the year ended December 31, 2021, an increase of $373.4 million, or 75%, compared to $499.8 million for the year ended December 31, 2020. The increase in Net Realiza(cid:2)ons was a(cid:3)ributable to increases of $331.8 million in Realized Performance Revenues and $172.1 million in Realized Principal Investment Income, par(cid:2)ally oﬀset by an increase of $130.5 million in Realized Performance Compensa(cid:2)on. 119 Realized Performance Revenues were $1.1 billion for the year ended December 31, 2021, an increase of $331.8 million, compared to $787.8 million for the year ended December 31, 2020. The increase was primarily due to higher Realized Performance Revenues in BREP and BREDS. Realized Principal Investment Income was $196.9 million for the year ended December 31, 2021, an increase of $172.1 million, compared to $24.8 million for the year ended December 31, 2020. The increase was primarily due to the segment’s alloca(cid:2)on of the gain recognized in connec(cid:2)on with the Pátria sale transac(cid:2)ons in the ﬁrst and third quarters of 2021. For addi(cid:2)onal informa(cid:2)on, see Note 4. “Investments — Equity Method Investments” in the “Notes to Consolidated Financial Statements” in “— Item 8. Financial Statements and Supplementary Data.” Realized Performance Compensa(cid:2)on was $443.2 million for the year ended December 31, 2021, an increase of $130.5 million, compared to $312.7 million for the year ended December 31, 2020. The increase was primarily due to the increase in Realized Performance Revenues. Fund Returns Fund return informa(cid:2)on for our signiﬁcant funds is included throughout this discussion and analysis to facilitate an understanding of our results of opera(cid:2)ons for the periods presented. The fund returns informa(cid:2)on reﬂected in this discussion and analysis is not indica(cid:2)ve of the ﬁnancial performance of Blackstone and is also not necessarily indica(cid:2)ve of the future performance of any par(cid:2)cular 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 exis(cid:2)ng and future funds will achieve similar returns. The following table presents the internal rates of return, except where noted, of our signiﬁcant real estate funds: Fund (a) BREP VII BREP VIII BREP IX BREP Europe IV (b) BREP Europe V (b) BREP Europe VI (b) BREP Asia I BREP Asia II BREP Co-Investment (c) BPP (d) BREIT (e) BREDS High-Yield (f) BXMT (g) 2021 Gross 44% 57% 84% 2% 37% 71% 37% 31% 77% 20% n/a 18% n/a Net 36% 46% 63% — 29% 51% 29% 21% 70% 17% 30% 13% 20% Year Ended December 31, 2020 2019 Realized Total December 31, 2021 Incep(cid:2)on to Date Gross Gross Gross -22% 10% 35% -17% 1% 14% -5% 8% 33% 7% n/a 5% n/a Net -20% 7% 21% -15% — — -5% 4% 32% 6% 7% 1% -18% 15% 20% n/m 13% 20% n/m 19% 27% 20% 10% n/a 17% n/a Gross Net 30% 12% 15% 36% n/m 111% 28% 10% 49% 14% 95% n/m 29% 14% 73% 16% 18% 13% 8% n/a n/a 12% 15% 13% n/a 25% Net 22% 29% 69% 20% 40% 58% 21% 50% 16% n/a n/a 11% n/a 22% 24% 60% 20% 20% 49% 20% 22% 18% 13% n/a 15% n/a Net 15% 18% 43% 14% 14% 33% 13% 13% 16% 11% 13% 10% 10% 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 (cid:2)me since ini(cid:2)al investment. n/a (a) Not applicable. Net returns are based on the change in carrying value (realized and unrealized) a(cid:7)er management fees, expenses and Performance Revenues. Euro-based internal rates of return. (b) 120 (c) (d) (e) (f) (g) BREP Co-Investment represents co-investment capital raised for various BREP investments. The Net IRR reﬂected is calculated by aggrega(cid:2)ng each co-investment’s realized proceeds and unrealized value, as applicable, a(cid:7)er management fees, expenses and Performance Revenues. BPP represents the Core+ real estate funds which invest with a more modest risk proﬁle and lower leverage. Reﬂects a per share blended return for each respec(cid:2)ve 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 representa(cid:2)ve of the returns experienced by any par(cid:2)cular investor or share class. Incep(cid:2)on to date returns are presented on an annualized basis and are from January 1, 2017. BREDS High-Yield represents the ﬂagship real estate debt drawdown funds only. Incep(cid:2)on to date returns are from July 1, 2009. 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. Incep(cid:2)on to date returns are from May 22, 2013. Funds With Closed Investment Periods The Real Estate segment has ten funds with closed investment periods as of December 31, 2021: BREP VIII, BREP VII, BREP VI, BREP V, BREP IV, BREP Europe V, BREP Europe IV, BREP Europe III, BREP Asia I and BREDS III. As of December 31, 2021, BREP VII, BREP VI, BREP V, BREP IV, BREP Europe IV and BREP Europe III were above their carried interest thresholds and would have been above their carried interest thresholds even if all remaining investments were valued at zero. BREP VIII, BREP Europe V, BREP Asia I and BREDS III were above their carried interest thresholds. Private Equity The following table presents the results of opera(cid:2)ons for our Private Equity segment: Management and Advisory Fees, Net Year Ended December 31, 2020 2021 2021 vs. 2020 $ 2019 (Dollars in Thousands) % 2020 vs. 2019 $ % Base Management Fees Transac(cid:2)on, Advisory and Other Fees, Net Management Fee Oﬀsets Total Management and Advisory Fees, Net Fee Related Performance Revenues Fee Related Compensa(cid:2)on Other Opera(cid:2)ng Expenses Fee Related Earnings Realized Performance Revenues Realized Performance Compensa(cid:2)on Realized Principal Investment Income Net Realiza(cid:2)ons Segment Distributable Earnings n/m Not meaningful. 82,440 (44,628) $ 1,521,273 $ 1,232,028 $ 986,482 $ 289,245 23% $ 245,546 25% -28% 20% 19% n/m 8% 22% 29% 87% 91% -20% 59% 42% (32,734) (7,301) 205,511 — (31,786) (35,203) 138,522 408,501 (174,383) (18,160) 215,958 $ 2,531,035 $ 1,201,722 $ 847,242 $ 1,329,313 111% $ 354,480 92,465 112% 115,174 -26% 11,381 (37,327) 31% 393,091 1,269,840 1,064,329 n/m 212,128 — 46% (207,286) (423,752) 35% (69,255) (160,010) 480,567 53% 328,678 468,992 1,385,606 158% (576,250) 157% (192,566) 191,279 265% 90,249 366,675 1,000,635 172% 174,905 (33,247) 1,662,931 212,128 (662,824) (264,468) 947,767 2,263,099 (943,199) 263,368 1,583,268 — (455,538) (195,213) 619,089 877,493 (366,949) 72,089 582,633 121 Year Ended December 31, 2021 Compared to Year Ended December 31, 2020 Segment Distributable Earnings were $2.5 billion for the year ended December 31, 2021, an increase of $1.3 billion, or 111%, compared to $1.2 billion for the year ended December 31, 2020. The increase in Segment Distributable Earnings was a(cid:3)ributable to increases of $328.7 million in Fee Related Earnings and $1.0 billion in Net Realiza(cid:2)ons. Segment Distributable Earnings in our Private Equity segment in 2021 were higher compared to 2020. This was primarily driven by an increase in Fee Related Earnings, as well as an increase in Net Realiza(cid:2)ons. Generally favorable market condi(cid:2)ons in 2021 contributed to signiﬁcant realiza(cid:2)ons, as well as meaningful capital deployment opportuni(cid:2)es, and robust economic ac(cid:2)vity in the U.S. has supported substan(cid:2)al recovery in investments in our corporate private equity por(cid:6)olio that were impacted by the COVID-19 pandemic. Favorable market fundamentals also contributed to strong apprecia(cid:2)on of investments in our corporate private equity funds across a number of sectors and geographies, albeit with some weakening at the end of 2021 and early 2022 as a result of increased equity market vola(cid:2)lity in response to expecta(cid:2)ons of interest rate increases. Strong performance in investors’ alterna(cid:2)ve investment por(cid:6)olios has in some cases resulted in alterna(cid:2)ve investments represen(cid:2)ng a signiﬁcant por(cid:2)on of the value of such investors’ por(cid:6)olios, which may limit such investors’ ability to allocate addi(cid:2)onal capital to certain funds in our Private Equity segment and nega(cid:2)vely impact fundraising eﬀorts if such investors do not increase their overall alloca(cid:2)ons to alterna(cid:2)ves. Accelera(cid:2)on of inﬂa(cid:2)on in the U.S. is likely to con(cid:2)nue in the near- to medium-term. Higher inﬂa(cid:2)on would poten(cid:2)ally nega(cid:2)vely impact Segment Distributable Earnings in our Private Equity segment, par(cid:2)cularly if not occurring against a backdrop of con(cid:2)nued corresponding economic growth that can accommodate rising prices. In the U.S., heightened compe(cid:2)(cid:2)on for workers, global supply chain issues and rising input costs have contributed to increasing wages and other inputs, which increasingly pressure proﬁt margins. The valua(cid:2)ons of certain investments in our Private Equity segment would poten(cid:2)ally be nega(cid:2)vely impacted if such companies cannot successfully iden(cid:2)fy and execute on means to mi(cid:2)gate margin pressures. In addi(cid:2)on, interest rates are expected to con(cid:2)nue to rise in 2022, including in connec(cid:2)on with expected rate increase by the U.S. Federal Reserve. A period of sharply rising interest rates could increase the cost of debt ﬁnancing for us and our por(cid:6)olio companies. Further, rising interest rates may contribute to a period of sustained declines in values in the equity markets and make it more diﬃcult to realize value from our investments. In energy, while oil and gas prices have recently been at their mul(cid:2)-year highest levels, weakened long-term market fundamentals con(cid:2)nue to pose challenges for tradi(cid:2)onal energy, par(cid:2)cularly in upstream energy. Increased scru(cid:2)ny from regulators, investors and other market par(cid:2)cipants on the ESG impact of investments including in tradi(cid:2)onal energy sectors and in light of climate change and the impact of carbon emissions, has also exacerbated the impact of such weakened market fundamentals. The persistence of these weakened market fundamentals could further nega(cid:2)vely impact the performance of certain investments in our energy and corporate private equity funds. Fee Related Earnings Fee Related Earnings were $947.8 million for the year ended December 31, 2021, an increase of $328.7 million, or 53%, compared to $619.1 million for the year ended December 31, 2020. The increase in Fee Related Earnings was a(cid:3)ributable to increases of $393.1 million in Management and Advisory Fees, Net and $212.1 million in Fee Related Performance Revenues, par(cid:2)ally oﬀset by increases of $207.3 million in Fee Related Compensa(cid:2)on and $69.3 million in Other Opera(cid:2)ng Expenses. Management and Advisory Fees, Net were $1.7 billion for the year ended December 31, 2021, an increase of $393.1 million, compared to $1.3 billion for the year ended December 31, 2020, primarily driven by an increase in Base Management Fees. Base Management Fees increased $289.2 million primarily due to (a) the commencement of BCP VIII’s investment period and the end of its fee holiday in the ﬁrst and second quarter of 2020, respec(cid:2)vely, 122 (b) the commencement of BEP III’s investment period and the end of its fee holiday in the ﬁrst and third quarter of 2020, respec(cid:2)vely, (c) the commencement BXG’s investment period and the end of its fee holiday in the third quarter of 2020 and the ﬁrst quarter of 2021, respec(cid:2)vely and (d) the commencement of Strategic Partners GP Solu(cid:2)ons and Strategic Partners IX’s investment periods in the second and fourth quarter of 2021, respec(cid:2)vely. The annualized Base Management Fee Rate increased from 1.00% at December 31, 2020 to 1.10% at December 31, 2021. The increase was primarily due to commencement of investment periods and subsequent fee holiday expira(cid:2)ons for BCP VIII, BEP III and BXG, as well as the commencement of investment periods for Strategic Partners GP Solu(cid:2)ons and Strategic Partners IX. Fee Related Performance Revenues increased from zero for the year ended December 31, 2020 to $212.1 million for the year ended December 31, 2021. The increase was due to the ﬁrst crystalliza(cid:2)on of performance revenues in BIP. Fee Related Compensa(cid:2)on was $662.8 million for the year ended December 31, 2021, an increase of $207.3 million, compared to $455.5 million for the year ended December 31, 2020. The increase was primarily due to increases in Management and Advisory Fees, Net and Fee Related Performance Revenues on which a por(cid:2)on of Fee Related Compensa(cid:2)on is based. Other Opera(cid:2)ng Expenses were $264.5 million for the year ended December 31, 2021, an increase of $69.3 million, compared to $195.2 million for the year ended December 31, 2020. The increase was primarily due to technology related expenses and professional fees. Net Realiza(cid:2)ons Net Realiza(cid:2)ons were $1.6 billion for the year ended December 31, 2021, an increase of $1.0 billion, or 172%, compared to $582.6 million for the year ended December 31, 2020. The increase in Net Realiza(cid:2)ons was a(cid:3)ributable to increases of $1.4 billion in Realized Performance Revenues and $191.3 million in Realized Principal Investment Income, par(cid:2)ally oﬀset by an increase of $576.3 million in Realized Performance Compensa(cid:2)on. Realized Performance Revenues were $2.3 billion for the year ended December 31, 2021, an increase of $1.4 billion, compared to $877.5 million for the year ended December 31, 2020. The increase was primarily due to higher Realized Performance Revenues in corporate private equity and Tac(cid:2)cal Opportuni(cid:2)es. Realized Principal Investment Income was $263.4 million for the year ended December 31, 2021, an increase of $191.3 million, compared to $72.1 million for the year ended December 31, 2020. The increase was primarily due to the segment’s alloca(cid:2)on of the gain recognized in connec(cid:2)on with the Pátria sale transac(cid:2)ons in the ﬁrst and third quarters of 2021. For addi(cid:2)onal informa(cid:2)on, see Note 4. “Investments — Equity Method Investments” in the “Notes to Consolidated Financial Statements” in “— Item 8. Financial Statements and Supplementary Data.” Realized Performance Compensa(cid:2)on was $943.2 million for the year ended December 31, 2021, an increase of $576.3 million, compared to $366.9 million for the year ended December 31, 2020. The increase was primarily due to the increase in Realized Performance Revenues. Fund Returns Fund returns informa(cid:2)on for our signiﬁcant funds is included throughout this discussion and analysis to facilitate an understanding of our results of opera(cid:2)ons for the periods presented. The fund returns informa(cid:2)on reﬂected in this discussion and analysis is not indica(cid:2)ve of the ﬁnancial performance of Blackstone and is also not necessarily indica(cid:2)ve of the future performance of any par(cid:2)cular 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 exis(cid:2)ng and future funds will achieve similar returns. 123 The following table presents the internal rates of return of our signiﬁcant private equity funds: 2021 Year Ended December 31, 2020 December 31, 2021 Incep(cid:2)on to Date 2019 Realized Total Fund (a) BCP V BCP VI BCP VII BEP I BEP II BEP III BCP Asia I BCEP I (b) Tac(cid:2)cal Opportuni(cid:2)es Tac(cid:2)cal Opportuni(cid:2)es Co-Investment and Other BXG Strategic Partners I-V (c) Strategic Partners VI (c) Strategic Partners VII (c) Strategic Partners Real Assets II (c) Strategic Partners VIII (c) Strategic Partners Real Estate, SMA and Other (c) Strategic Partners Infra III (c) BIP Clarus IV BXLS V Net Gross Gross 8% 10% Gross Net 223% 103% 14% 19% 16% 44% 36% 78% 59% 56% 53% 86% 56% 193% 158% 55% 50% 37% 28% Net Gross 5% -14% 4% 9% 24% -18% — -5% -31% n/m n/a 42% 43% 24% 161% 118% 49% 20% 29% 24% 18% 6% 15% 10% Net Gross 8% -4% 10% 17% 13% 3% 21% 28% 18% 11% 15% — -3% 4% 7% 64% n/a 160% 110% 107% 74% 98% 27% 30% 13% 17% 21% 17% 34% 43% 15% 18% — 1% 18% 16% 11% -19% -31% n/m 56% 33% 19% 55% 22% Net 67% 57% 50% 29% 33% 30% 51% 47% 75% 66% 26% 23% 132% 113% 41% 40% 81% 54% 41% 33% 34% 26% -4% 13% 14% n/m -4% -9% -7% 10% 6% 2% n/m 6% 3% n/m 11% 15% n/m n/a -5% — -9% -4% -8% 12% 6% 21% 2% n/m 2% 19% n/m n/a 1% n/m — 68% n/a n/m 14% n/a -1% -5% 10% 17% n/m 18% n/a n/m 46% n/a 20% n/m n/a n/a n/a n/a n/a n/a n/a n/a 30% n/a 19% n/m n/a n/a n/a n/a n/a 23% 77% 16% 20% 28% 20% 76% n/a 21% n/a 188% 24% n/a 28% 25% 25% n/a 20% 43% 13% 15% 23% 15% 62% 19% 93% 17% 17% 6% The returns presented herein represent those of the applicable Blackstone Funds and not those of Blackstone. Not applicable. n/m Not meaningful generally due to the limited (cid:2)me since ini(cid:2)al investment. n/a SMA Separately managed account. (a) (b) (c) Net returns are based on the change in carrying value (realized and unrealized) a(cid:7)er management fees, expenses and Performance Revenues. BCEP is a core private equity strategy which invests with a more modest risk proﬁle and longer hold period than tradi(cid:2)onal private equity. Realiza(cid:2)ons are treated as return of capital un(cid:2)l fully recovered and therefore incep(cid:2)on to date realized returns are not applicable. Returns are calculated from results that are reported on a three month lag from Strategic Partners’ fund ﬁnancial statements and therefore do not include the impact of economic and market ac(cid:2)vi(cid:2)es in the current quarter. Eﬀec(cid:2)ve September 30, 2021, Strategic Partners’ fund ﬁnancial repor(cid:2)ng process was updated to report underlying fund investment performance generally on a same-quarter basis, if available. Previously, such fund ﬁnancial repor(cid:2)ng in Strategic Partners’ fund ﬁnancial statements was generally on a three month lag. As a result of this update, Strategic Partners’ apprecia(cid:2)on for the year ended December 31, 2021, includes the economic and market ac(cid:2)vity of ﬁve quarters, respec(cid:2)vely. See Note 2. “Summary of Signiﬁcant Accoun(cid:2)ng Policies — Equity Method Investments” in the “Notes to Consolidated Financial Statements” in “— Item 8. Financial Statements and Supplementary Data” for addi(cid:2)onal informa(cid:2)on. 124 Funds With Closed Investment Periods The corporate private equity funds within the Private Equity segment 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. As of December 31, 2021, 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 s(cid:2)ll 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 equaliza(cid:2)on such that (a) the general partner accrues carried interest when the respec(cid:2)ve carried interest for either fund class is posi(cid:2)ve and (b) the general partner realizes carried interest so long as clawback obliga(cid:2)ons, if any, for either of the respec(cid:2)ve fund classes are fully sa(cid:2)sﬁed. BCP V, BCP VI, BCP VII, BCOM, BEP I, BCEP I and BCP Asia were above their respec(cid:2)ve carried interest thresholds. We are en(cid:2)tled to retain previously realized carried interest up to 20% of BCOM’s net gains. As a result, Performance Revenues are recognized from BCOM on current period gains and losses. BEP II was below its carried interest threshold. Hedge Fund Solu(cid:2)ons The following table presents the results of opera(cid:2)ons for our Hedge Fund Solu(cid:2)ons segment: Year Ended December 31, 2020 2021 2019 2021 vs. 2020 $ % 2020 vs. 2019 $ % (Dollars in Thousands) Management Fees, Net Base Management Fees Transac(cid:2)on and Other Fees, Net Management Fee Oﬀsets Total Management Fees, Net Fee Related Compensa(cid:2)on Other Opera(cid:2)ng Expenses Fee Related Earnings Realized Performance Revenues Realized Performance Compensa(cid:2)on Realized Principal Investment Income Net Realiza(cid:2)ons Segment Distributable Earnings n/m Not meaningful. 78 $ 636,685 $ 582,830 $ 556,730 $ 53,855 9% $ 26,100 3,533 (138) 560,125 (151,960) (81,999) 326,166 126,576 (24,301) 21,707 123,982 $ 667,588 $ 549,283 $ 450,148 $ 5% 5,871 100% 2,366 67% (512) 371% -12% 5% 59,804 10% 27,954 6% (9,753) -3% -3% 2,241 (15,034) 19% 6% 49,968 14% 20,442 42% 111,191 62% 53,213 28% (6,923) (45,477) 146% 5% 32,403 149% 63% 22% 11,770 (572) 647,883 (156,515) (94,792) 396,576 290,980 (76,701) 56,733 271,012 5,899 (650) 588,079 (161,713) (79,758) 346,608 179,789 (31,224) 54,110 202,675 68,337 34% 78,693 118,305 22% $ 99,135 5,198 2,623 Year Ended December 31, 2021 Compared to Year Ended December 31, 2020 Segment Distributable Earnings were $667.6 million for the year ended December 31, 2021, an increase of $118.3 million, or 22%, compared to $549.3 million for the year ended December 31, 2020. The increase in Segment Distributable Earnings was a(cid:3)ributable to increases of $50.0 million in Fee Related Earnings and $68.3 million in Net Realiza(cid:2)ons. 125 Segment Distributable Earnings in our Hedge Fund Solu(cid:2)ons segment in 2021 were higher compared to 2020. This increase was primarily driven by an increase in Fee Related Earnings, as well as an increase in Net Realiza(cid:2)ons. Robust economic ac(cid:2)vity in the U.S. has supported a recovery across asset classes and sectors and the Hedge Fund Solu(cid:2)ons segment beneﬁted from favorable liquidity condi(cid:2)ons in 2021. Nevertheless, another signiﬁcant market downturn could pose material risks to our Hedge Fund Solu(cid:2)ons segment, including by poten(cid:2)ally causing investors to seek liquidity in the form of redemp(cid:2)ons from our funds and adversely impac(cid:2)ng management fees. In an equity market environment that generally has been characterized by rela(cid:2)vely low vola(cid:2)lity, investors may con(cid:2)nue to reallocate capital away from tradi(cid:2)onal hedge fund strategies. Our Hedge Fund Solu(cid:2)ons segment operates mul(cid:2)ple 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 exis(cid:2)ng diverse business lines and strategies and to iden(cid:2)fy and scale new ones to meet evolving investor appe(cid:2)tes. In recent years we have shi(cid:7)ed the mix of our product oﬀerings to include more products whose performance-based fees represent a more signiﬁcant propor(cid:2)on of the fees earned from such products than has historically been the case. Fee Related Earnings Fee Related Earnings were $396.6 million for the year ended December 31, 2021, an increase of $50.0 million, or 14%, compared to $346.6 million for the year ended December 31, 2020. The increase in Fee Related Earnings was primarily a(cid:3)ributable to an increase of $59.8 million in Management Fees, Net, par(cid:2)ally oﬀset by an increase of $15.0 million in Other Opera(cid:2)ng Expenses. Management Fees, Net were $647.9 million for the year ended December 31, 2021, an increase of $59.8 million, compared to $588.1 million for the year ended December 31, 2020, primarily driven by an increase in Base Management Fees. Base Management Fees increased $53.9 million primarily driven by Fee-Earning Assets Under Management growth in our individual investor and specialized solu(cid:2)ons pla(cid:6)orm. Other Opera(cid:2)ng Expenses were $94.8 million for the year ended December 31, 2021, an increase of $15.0 million, compared to $79.8 million for the year ended December 31, 2020. The increase was primarily due to professional fees and technology related expenses. Net Realiza(cid:2)ons Net Realiza(cid:2)ons were $271.0 million for the year ended December 31, 2021, an increase of $68.3 million, or 34%, compared to $202.7 million for the year ended December 31, 2020. The increase in Net Realiza(cid:2)ons was primarily a(cid:3)ributable to an increase of $111.2 million in Realized Performance Revenues, par(cid:2)ally oﬀset by an increase of $45.5 million in Realized Performance Compensa(cid:2)on. Realized Performance Revenues were $291.0 million for the year ended December 31, 2021, an increase of $111.2 million, compared to $179.8 million for the year ended December 31, 2020. The increase was primarily driven by realiza(cid:2)ons and higher returns for the year ended December 31, 2021, principally within customized solu(cid:2)ons and commingled products. Realized Performance Compensa(cid:2)on was $76.7 million for the year ended December 31, 2021, an increase of $45.5 million, compared to $31.2 million for the year ended December 31, 2020. The increase was primarily due to the increase in Realized Performance Revenues. Composite Returns Composite returns informa(cid:2)on is included throughout this discussion and analysis to facilitate an understanding of our results of opera(cid:2)ons for the periods presented. The composite returns informa(cid:2)on reﬂected in this discussion and analysis is not indica(cid:2)ve of the ﬁnancial performance of Blackstone and is also not necessarily indica(cid:2)ve of the future results of any par(cid:2)cular 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 exis(cid:2)ng and future funds or composites will achieve similar returns. 126 The following table presents the return informa(cid:2)on of the BAAM Principal Solu(cid:2)ons Composite: Average Annual Returns (a) Periods Ended December 31, 2021 Composite BAAM Principal Solu(cid:2)ons Composite (b) One Year Three Year Five Year Historical Gross Net Gross Net Gross Net Gross Net 8% 7% 7% 6% 6% 5% 7% 6% 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) BAAM’s Principal Solu(cid:2)ons (“BPS”) Composite covers the period from January 2000 to present, although BAAM’s incep(cid:2)on date is September 1990. The BPS Composite includes only BAAM-managed commingled and customized mul(cid:2)-manager funds and accounts and does not include BAAM’s individual investor solu(cid:2)ons (liquid alterna(cid:2)ves), strategic capital (seeding and GP minority stakes), strategic opportuni(cid:2)es (co-invests), and advisory (non-discre(cid:2)onary) pla(cid:6)orms, except for investments by BPS funds directly into those pla(cid:6)orms. BAAM-managed funds in liquida(cid:2)on and, in the case of net returns, non-fee-paying assets are also excluded. The funds/accounts that comprise the BPS Composite are not managed within a single fund or account and are managed with diﬀerent mandates. There is no guarantee that BAAM would have made the same mix of investments in a stand-alone fund/account. The BPS Composite is not an inves(cid:2)ble product and, as such, the performance of the BPS Composite does not represent the performance of an actual fund or account. The historical return is from January 1, 2000. Opera(cid:2)ng Metrics The following table presents informa(cid:2)on regarding our Invested Performance Eligible Assets Under Management: Invested Performance Eligible Assets Under Management December 31, 2020 (Dollars in Thousands) 2021 Es(cid:2)mated % Above High Water Mark/Benchmark (a) December 31, 2020 2019 2019 2021 Hedge Fund Solu(cid:2)ons Managed Funds (b) $ 47,639,865 $ 47,088,501 $ 43,789,081 91% 75% 91% (a) Es(cid:2)mated % 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 Hedge Fund Solu(cid:2)ons managed fund has posi(cid:2)ve investment performance rela(cid:2)ve to a benchmark, where applicable. Incremental posi(cid:2)ve performance in the applicable Blackstone Funds may cause addi(cid:2)onal assets to reach their respec(cid:2)ve High Water Mark or clear a benchmark return, thereby resul(cid:2)ng in an increase in Es(cid:2)mated % Above High Water Mark/Benchmark. (b) For the Hedge Fund Solu(cid:2)ons managed funds, at December 31, 2021, the incremental apprecia(cid:2)on needed for the 9% of Invested Performance Eligible Assets Under Management below their respec(cid:2)ve High Water Marks/Benchmarks to reach their respec(cid:2)ve High Water Marks/Benchmarks was $299.8 million, a decrease of $(323.1) million, compared to $622.9 million at December 31, 2020. Of the Invested Performance Eligible Assets Under Management below their respec(cid:2)ve High Water Marks/ Benchmarks as of December 31, 2021, 55% were within 5% of reaching their respec(cid:2)ve High Water Mark. 127 Credit & Insurance The following table presents the results of opera(cid:2)ons for our Credit & Insurance segment: Year Ended December 31, 2020 2021 2019 2021 vs. 2020 $ % 2020 vs. 2019 $ % (Dollars in Thousands) Management Fees, Net Base Management Fees Transac(cid:2)on and Other Fees, Net Management Fee Oﬀsets Total Management Fees, Net Fee Related Performance Revenues Fee Related Compensa(cid:2)on Other Opera(cid:2)ng Expenses Fee Related Earnings Realized Performance Revenues Realized Performance Compensa(cid:2)on Realized Principal Investment Income Net Realiza(cid:2)ons Segment Distributable Earnings n/m Not meaningful. 3,813 189,562 3% $ 765,905 $ 603,713 $ 586,535 $ 162,192 27% $ 17,178 7% 23,557 111% 1,429 19,882 -11% 1,347 -36% (11,813) 3% 594,604 31% 19,954 77,582 191% 26,751 194% 13,764 41% (31,607) 14% (106,108) (229,607) 3% (4,313) 21% (34,798) (160,801) 5% 126,238 55% 10,785 217,960 -36% 188,478 900% (11,794) 32,737 -73% (90,974) 9,496 n/m (12,972) -75% 62,826 788% (24,496) 32,466 -51% 160,330 630% (26,794) 52,231 -6% $ 540,750 $ 254,182 $ 270,191 $ 286,568 113% $ (16,009) 44,868 (6,653) 804,120 118,097 (367,322) (199,912) 354,983 209,421 (94,450) 70,796 185,767 21,311 (10,466) 614,558 40,515 (261,214) (165,114) 228,745 20,943 (3,476) 7,970 25,437 Year Ended December 31, 2021 Compared to Year Ended December 31, 2020 Segment Distributable Earnings were $540.8 million for the year ended December 31, 2021, an increase of $286.6 million, or 113%, compared to $254.2 million for the year ended December 31, 2020. The increase in Segment Distributable Earnings was a(cid:3)ributable to increases of $126.2 million in Fee Related Earnings and $160.3 million in Net Realiza(cid:2)ons. Segment Distributable Earnings in our Credit & Insurance segment in 2021 were higher compared to 2020, driven by increases in Net Realiza(cid:2)ons and Fee Related Earnings. Favorable market condi(cid:2)ons across many asset classes and (cid:2)ghtening spreads, as well as solid underlying company performance, posi(cid:2)vely impacted returns in our Credit & Insurance segment. In 2021 we also beneﬁted from strong fundraising momentum in our perpetual capital strategies, which represent an increasing percentage of our Total Assets Under Management. Robust economic ac(cid:2)vity in the U.S. has supported a con(cid:2)nued recovery across asset classes and sectors. The Credit & Insurance segment also beneﬁted from favorable liquidity condi(cid:2)ons in 2021. Nevertheless, another signiﬁcant market downturn could create addi(cid:2)onal pressure for borrowers with respect to their ability to meet their debt payment obliga(cid:2)ons or increase their focus on deleveraging. Our funds have, however, con(cid:2)nued to ac(cid:2)vely manage their por(cid:6)olios in order to limit downside and protect capital. Accelera(cid:2)on of inﬂa(cid:2)on in the U.S. is likely to con(cid:2)nue in the near- to medium-term. In the U.S., heightened compe(cid:2)(cid:2)on for workers, global supply chain issues and rising input costs have contributed to increasing wages and other inputs, which increasingly pressure proﬁt margins. The valua(cid:2)ons of certain investments in our Credit & Insurance segment would poten(cid:2)ally be nega(cid:2)vely impacted if such companies are unable to mi(cid:2)gate margin pressures and experience an increase in leverage, especially if concurrent with an increase in their debt service costs. In addi(cid:2)on, interest rates are expected to con(cid:2)nue to rise in 2022, including in connec(cid:2)on with expected rate increase by the U.S. Federal 128 Reserve. If such rise occurs concurrently with a period of economic weakness or a slowdown in growth, capital deployment in our Credit & Insurance segment may be nega(cid:2)vely impacted. In addi(cid:2)on, interest rate increases could adversely aﬀect Segment Distributable Earnings in the segment, although we believe our current por(cid:6)olio is rela(cid:2)vely insulated because much of our debt por(cid:6)olio is ﬂoa(cid:2)ng rate and/or short dura(cid:2)on. In energy, while oil and gas prices have recently been at their mul(cid:2)-year highest levels, weakened long-term market fundamentals con(cid:2)nue to pose challenges for tradi(cid:2)onal energy, par(cid:2)cularly in upstream energy. Increased scru(cid:2)ny from regulators, investors and other market par(cid:2)cipants on the ESG impact of investments including in tradi(cid:2)onal energy sectors and in light of climate change and the impact of carbon emissions, has also exacerbated the impact of such weakened market fundamentals. The persistence of these weakened market fundamentals in the energy sector or in the credit markets more broadly could further nega(cid:2)vely impact the performance of certain investments in our credit funds, although our funds ac(cid:2)vely managed exposure to upstream energy through exits of certain investments in 2021. Fee Related Earnings Fee Related Earnings were $355.0 million for the year ended December 31, 2021, an increase of $126.2 million, or 55%, compared to $228.7 million for the year ended December 31, 2020. The increase in Fee Related Earnings was a(cid:3)ributable to increases of $189.6 million in Management Fees, Net and $77.6 million in Fee Related Performance Revenues, par(cid:2)ally oﬀset by increases of $106.1 million in Fee Related Compensa(cid:2)on and $34.8 million in Other Opera(cid:2)ng Expenses. Management Fees, Net were $804.1 million for the year ended December 31, 2021, an increase of $189.6 million, compared to $614.6 million for the year ended December 31, 2020, primarily driven by an increase in Base Management Fees. Base Management Fees increased $162.2 million primarily due to increased capital deployed in our most recently launched credit vehicles, Fee-Earning Assets Under Management growth in BXSL, and inﬂows in BCRED and our liquid credit business. Fee Related Performance Revenues were $118.1 million for the year ended December 31, 2021, an increase of $77.6 million, compared to $40.5 million for the year ended December 31, 2020. The increase was primarily due to performance and growth in assets in BXSL and the launch of BCRED in the ﬁrst quarter of 2021. Fee Related Compensa(cid:2)on was $367.3 million for the year ended December 31, 2021, an increase of $106.1 million, compared to $261.2 million for the year ended December 31, 2020. The increase was primarily due to increases in Management Fees, Net and Fee Related Performance Revenues, on which a por(cid:2)on of Fee Related Compensa(cid:2)on is based. Other Opera(cid:2)ng Expenses were $199.9 million for the year ended December 31, 2021, an increase of $34.8 million, compared to $165.1 million for the year ended December 31, 2020. The increase was primarily due to technology related expenses. Net Realiza(cid:2)ons Net Realiza(cid:2)ons were $185.8 million for the year ended December 31, 2021, an increase of $160.3 million, or 630%, compared to $25.4 million for the year ended December 31, 2020. The increase in Net Realiza(cid:2)ons was a(cid:3)ributable to increases of $188.5 million in Realized Performance Revenues and $62.8 million in Realized Principal Investment Income, par(cid:2)ally oﬀset by an increase of $91.0 million in Realized Performance Compensa(cid:2)on. Realized Performance Revenues were $209.4 million for the year ended December 31, 2021, an increase of $188.5 million, compared to $20.9 million for the year ended December 31, 2020. The increase was primarily a(cid:3)ributable to Realized Performance Revenues generated by our mezzanine opportunis(cid:2)c funds. 129 Realized Principal Investment Income was $70.8 million for the year ended December 31, 2021, an increase of $62.8 million, compared to $8.0 million for the year ended December 31, 2020. The increase was primarily due to the segment’s alloca(cid:2)on of the gain recognized in connec(cid:2)on with the Pátria sale transac(cid:2)ons in the ﬁrst and third quarters of 2021. For addi(cid:2)onal informa(cid:2)on, see Note 4. “Investments — Equity Method Investments” in the “Notes to Consolidated Financial Statements” in “— Item 8. Financial Statements and Supplementary Data.” Realized Performance Compensa(cid:2)on was $94.5 million for the year ended December 31, 2021, an increase of $91.0 million, compared to $3.5 million for the year ended December 31, 2020. The increase was primarily due to the increase in Realized Performance Revenues. Composite Returns Composite returns informa(cid:2)on is included throughout this discussion and analysis to facilitate an understanding of our results of opera(cid:2)ons for the periods presented. The composite returns informa(cid:2)on reﬂected in this discussion and analysis is not indica(cid:2)ve of the ﬁnancial performance of Blackstone and is also not necessarily indica(cid:2)ve of the future results of any par(cid:2)cular 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 exis(cid:2)ng and future funds or composites will achieve similar returns. The following table presents the return informa(cid:2)on for the Credit Composite: Composite (a) Private Credit (b) Liquid Credit (b) 2021 Year Ended December 31, 2020 2019 Incep(cid:2)on to December 31, 2021 Total Gross Net Gross Net Gross Net Gross Net 22% 5% 16% 5% 1% 4% -1% 4% 5% 9% 3% 8% 12% 5% 7% 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) a(cid:7)er management fees, expenses and Performance Alloca(cid:2)ons, net of tax advances. (b) Eﬀec(cid:2)ve January 1, 2021, Credit returns are presented as separate returns for Private Credit and Liquid Credit instead of as a Credit Composite. 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 respec(cid:2)ve quarter-end are included. Funds in liquida(cid:2)on, funds inves(cid:2)ng primarily in investment grade corporate credit and asset-based lending funds are excluded. Blackstone Funds that were contributed to BXC as part of Blackstone’s acquisi(cid:2)on of BXC in March 2008 and the pre-acquisi(cid:2)on date performance for funds and vehicles acquired by BXC subsequent to March 2008, are also excluded. Private Credit and Liquid Credit’s incep(cid:2)on to date returns are from December 31, 2005. Prior periods have been updated to reﬂect this presenta(cid:2)on. 130 Opera(cid:2)ng Metrics The following table presents informa(cid:2)on regarding our Invested Performance Eligible Assets Under Management: Credit & Insurance (b) Invested Performance Eligible Assets Under Management December 31, 2020 (Dollars in Thousands) $ 66,350,185 $ 28,944,333 $ 26,004,779 2019 2021 Es(cid:2)mated % Above High Water Mark/Hurdle (a) December 31, 2020 2021 2019 94% 58% 72% (a) Es(cid:2)mated % 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 posi(cid:2)ve investment performance rela(cid:2)ve to a hurdle, where applicable. Incremental posi(cid:2)ve performance in the applicable Blackstone Funds may cause addi(cid:2)onal assets to reach their respec(cid:2)ve High Water Mark or clear a hurdle return, thereby resul(cid:2)ng in an increase in Es(cid:2)mated % Above High Water Mark/Hurdle. (b) For the Credit & Insurance managed funds, at December 31, 2021, the incremental apprecia(cid:2)on needed for the 6% of Invested Performance Eligible Assets Under Management below their respec(cid:2)ve High Water Marks/Hurdles to reach their respec(cid:2)ve High Water Marks/Hurdles was $1.8 billion, a decrease of $(1.3) billion, compared to $3.0 billion at December 31, 2020. Of the Invested Performance Eligible Assets Under Management below their respec(cid:2)ve High Water Marks/Hurdles as of December 31, 2021, 6% were within 5% of reaching their respec(cid:2)ve High Water Mark. Non-GAAP Financial Measures These non-GAAP ﬁnancial measures are presented without the consolida(cid:2)on of any Blackstone Funds that are consolidated into the Consolidated Financial Statements. Consequently, all non-GAAP ﬁnancial measures exclude the assets, liabili(cid:2)es and opera(cid:2)ng results related to the Blackstone Funds. See “— Key Financial Measures and Indicators” for our deﬁni(cid:2)ons of Distributable Earnings, Segment Distributable Earnings, Fee Related Earnings and Adjusted EBITDA. 131 The following table is a reconcilia(cid:2)on of Net Income A(cid:3)ributable to Blackstone Inc. to Distributable Earnings, Total Segment Distributable Earnings, Fee Related Earnings and Adjusted EBITDA: Net Income A(cid:4)ributable to Blackstone Inc. Net Income A(cid:3)ributable to Non-Controlling Interests in Blackstone Holdings Net Income A(cid:3)ributable to Non-Controlling Interests in Consolidated En(cid:2)(cid:2)es Net Income (Loss) A(cid:3)ributable to Redeemable Non-Controlling Interests in Consolidated En(cid:2)(cid:2)es Net Income Provision (Beneﬁt) for Taxes Net Income Before Provision (Beneﬁt) for Taxes Transac(cid:2)on-Related Charges (a) Amor(cid:2)za(cid:2)on of Intangibles (b) Impact of Consolida(cid:2)on (c) Unrealized Performance Revenues (d) Unrealized Performance Alloca(cid:2)ons Compensa(cid:2)on (e) Unrealized Principal Investment (Income) Loss (f) Other Revenues (g) Equity-Based Compensa(cid:2)on (h) Administra(cid:2)ve Fee Adjustment (i) Taxes and Related Payables (j) Distributable Earnings Taxes and Related Payables (j) Net Interest and Dividend Loss (k) Total Segment Distributable Earnings Realized Performance Revenues (l) Realized Performance Compensa(cid:2)on (m) Realized Principal Investment Income (n) Fee Related Earnings Adjusted EBITDA Reconcilia(cid:2)on Distributable Earnings Interest Expense (o) Taxes and Related Payables (j) Deprecia(cid:2)on and Amor(cid:2)za(cid:2)on (p) Adjusted EBITDA 2021 Year Ended December 31, 2020 (Dollars in Thousands) $ 5,857,397 $ 1,045,363 $ 2,049,682 4,886,552 1,012,924 1,339,627 476,779 1,625,306 217,117 2019 5,740 (13,898) 356,014 144,038 68,256 (1,631,046) (8,675,246) 3,778,048 (679,767) (202,885) 559,537 10,188 (759,682) (121) 12,374,995 2,261,506 3,865,967 1,184,401 (47,952) 13,559,396 2,617,520 3,818,015 208,613 240,729 65,931 65,984 (203,219) (476,658) 384,758 (1,126,668) 540,285 (154,516) (113,327) 101,742 (79,447) 253,693 230,194 333,767 — 5,265 (196,159) (304,127) 6,170,837 3,341,596 2,870,779 196,159 2,441 6,964,107 3,680,633 3,069,379 (3,883,112) (1,865,993) (1,660,642) 603,935 1,557,570 (224,155) (587,766) $ 4,050,799 $ 2,370,054 $ 1,788,517 714,347 (158,933) 304,127 34,910 759,682 33,588 $ 6,170,837 $ 3,341,596 $ 2,870,779 195,034 196,159 26,350 $ 7,179,338 $ 3,845,881 $ 3,288,322 165,022 304,127 35,136 196,632 759,682 52,187 (a) This adjustment removes Transac(cid:2)on-Related Charges, which are excluded from Blackstone’s segment presenta(cid:2)on. Transac(cid:2)on- Related Charges arise from corporate ac(cid:2)ons including acquisi(cid:2)ons, dives(cid:2)tures, and Blackstone’s ini(cid:2)al public oﬀering. They consist primarily of equity-based compensa(cid:2)on charges, gains and losses on con(cid:2)ngent considera(cid:2)on arrangements, changes in the balance of the Tax Receivable Agreement resul(cid:2)ng from a change in tax law or similar event, transac(cid:2)on costs and any gains or losses associated with these corporate ac(cid:2)ons. 132 (b) This adjustment removes the amor(cid:2)za(cid:2)on of transac(cid:2)on-related intangibles, which are excluded from Blackstone’s segment presenta(cid:2)on. This amount includes amor(cid:2)za(cid:2)on of intangibles associated with Blackstone’s investment in Pátria, which was historically accounted for under the equity method. As a result of Pátria’s IPO in January 2021, equity method has been discon(cid:2)nued and there will no longer be amor(cid:2)za(cid:2)on of intangibles associated with the investment. (c) This adjustment reverses the eﬀect of consolida(cid:2)ng Blackstone Funds, which are excluded from Blackstone’s segment presenta(cid:2)on. This adjustment includes the elimina(cid:2)on of Blackstone’s interest in these funds and the removal of amounts associated with the ownership of Blackstone consolidated opera(cid:2)ng 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 consolida(cid:2)on. GAAP Unrealized Performance Alloca(cid:2)ons Segment Adjustment Unrealized Performance Revenues 2021 Year Ended December 31, 2020 (Dollars in Thousands) $ 8,675,246 $ (384,393) $ 1,126,332 336 $ 8,675,246 $ (384,758) $ 1,126,668 (365) — 2019 (e) This adjustment removes Unrealized Performance Alloca(cid:2)ons Compensa(cid:2)on. (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 consolida(cid:2)on, and (2) the removal of amounts associated with the ownership of Blackstone consolidated opera(cid:2)ng partnerships held by non-controlling interests. GAAP Unrealized Principal Investment Income (Loss) Segment Adjustment Unrealized Principal Investment Income (Loss) 2021 Year Ended December 31, 2020 (Dollars in Thousands) $ 1,456,201 $ (114,607) $ 215,003 (101,676) 113,327 (776,434) 12,865 679,767 $ (101,742) $ 2019 $ (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 consolida(cid:2)on, and (2) the removal of certain Transac(cid:2)on-Related Charges. GAAP Other Revenue Segment Adjustment Other Revenues 2021 Year Ended December 31, 2020 (Dollars in Thousands) $ 203,086 $ (253,142) $ 79,993 (546) 79,447 (551) 202,885 $ (253,693) $ (201) 2019 $ (h) This adjustment removes Equity-Based Compensa(cid:2)on on a segment basis. (i) This adjustment adds an amount equal to an administra(cid:2)ve fee collected on a quarterly basis from certain holders of Blackstone Holdings Partnership Units. The administra(cid:2)ve fee is accounted for as a capital contribu(cid:2)on under GAAP, but is reﬂected as a reduc(cid:2)on of Other Opera(cid:2)ng Expenses in Blackstone’s segment presenta(cid:2)on. 133 (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 dives(cid:2)tures. 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 deﬁni(cid:2)on of Taxes and Related Payables. Taxes Related Payables Taxes and Related Payables $ $ 2021 Year Ended December 31, 2020 (Dollars in Thousands) 260,569 $ 43,558 304,127 $ 703,075 $ 56,607 759,682 $ 2019 140,416 55,743 196,159 (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 consolida(cid:2)on, and (2) the removal of interest expense associated with the Tax Receivable Agreement. GAAP Interest and Dividend Revenue Segment Adjustment Interest and Dividend Revenue GAAP Interest Expense Segment Adjustment Interest Expense Net Interest and Dividend Loss $ $ 2021 Year Ended December 31, 2020 (Dollars in Thousands) 125,231 $ 4,881 130,112 166,162 (1,140) 165,022 (34,910) $ 160,643 $ 2,401 163,044 198,268 (1,636) 196,632 (33,588) $ 2019 182,398 10,195 192,593 199,648 (4,614) 195,034 (2,441) (l) This adjustment removes the total segment amount of Realized Performance Revenues. (m) This adjustment removes the total segment amount of Realized Performance Compensa(cid:2)on. (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 Deprecia(cid:2)on and Amor(cid:2)za(cid:2)on on a segment basis. 134 The following tables are a reconcilia(cid:2)on of Total GAAP Investments to Net Accrued Performance Revenues. Total GAAP Investments and Net Accrued Performance Revenues consist of the following: Investments of Consolidated Blackstone Funds Equity Method Investments Partnership Investments Accrued Performance Alloca(cid:2)ons Corporate Treasury Investments Other Investments Total GAAP Investments Accrued Performance Alloca(cid:2)ons - GAAP Impact of Consolida(cid:2)on (a) Due From Aﬃliates - GAAP (b) Less: Net Realized Performance Revenues (c) Less: Accrued Performance Compensa(cid:2)on - GAAP (d) Net Accrued Performance Revenues December 31, 2021 2020 (Dollars in Thousands) $ 2,018,829 $ 1,455,008 5,635,212 17,096,873 658,066 3,256,063 4,353,234 6,891,262 2,579,716 337,922 $ 28,665,043 $ 15,617,142 $ 17,096,873 $ 6,891,262 1 165,678 (313,610) (2,917,609) $ 8,738,077 $ 3,825,722 1 260,993 (1,294,884) (7,324,906) (a) This adjustment adds back investments in consolidated Blackstone Funds which have been eliminated in consolida(cid:2)on. (b) Represents GAAP accrued performance revenue recorded within Due from Aﬃliates. (c) Represents Performance Revenues realized but not yet distributed as of the repor(cid:2)ng date and are included in Distributable Earnings in the period they are realized. (d) Represents GAAP accrued performance compensa(cid:2)on associated with Accrued Performance Alloca(cid:2)ons and is recorded within Accrued Compensa(cid:2)on 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 opera(cid:2)ng expense levels such that total management and advisory fees exceed total opera(cid:2)ng expenses each period. As a result, we require limited capital resources to support the working capital or opera(cid:2)ng needs of our businesses. We draw primarily on the long-term commi(cid:3)ed capital of our limited partner investors to fund the investment requirements of the Blackstone Funds and use our own realiza(cid:2)ons and cash ﬂows to invest in growth ini(cid:2)a(cid:2)ves, 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 shareholders. Fluctua(cid:2)ons in our statement of ﬁnancial condi(cid:2)on result primarily from ac(cid:2)vi(cid:2)es of the Blackstone Funds that are consolidated as well as business transac(cid:2)ons, such as the issuance of senior notes described below. The majority economic ownership interests of the Blackstone Funds are reﬂected as Redeemable Non-Controlling Interests in Consolidated En(cid:2)(cid:2)es, and Non-Controlling Interests in Consolidated En(cid:2)(cid:2)es in the Consolidated Financial Statements. The consolida(cid:2)on of these Blackstone Funds has no net eﬀect on Blackstone’s Net Income or Partners’ Capital. Addi(cid:2)onally, ﬂuctua(cid:2)ons in our statement of ﬁnancial condi(cid:2)on also include apprecia(cid:2)on or deprecia(cid:2)on in Blackstone investments in the Blackstone Funds, addi(cid:2)onal investments and redemp(cid:2)ons of such interests in the Blackstone Funds and the collec(cid:2)on of receivables related to management and advisory fees. 135 Total assets were $41.2 billion as of December 31, 2021, an increase of $14.9 billion, or 57%, from December 31, 2020. The increase in Total Assets was principally due to an increase of $14.5 billion in total assets a(cid:3)ributable to consolidated opera(cid:2)ng partnerships. The increase in total assets a(cid:3)ributable to consolidated opera(cid:2)ng partnerships was primarily due to an increase of $12.6 billion in Investments. The increase in Investments was primarily due to apprecia(cid:2)on in the value of Blackstone’s interests in its private equity and real estate investments. The other net variances of the assets a(cid:3)ributable to the consolidated opera(cid:2)ng partnerships were rela(cid:2)vely unchanged. Total liabili(cid:2)es were $19.5 billion as of December 31, 2021, an increase of $7.8 billion, or 67%, from December 31, 2020. The increase in Total Liabili(cid:2)es was principally due to an increase of $7.9 billion in total liabili(cid:2)es a(cid:3)ributable to consolidated opera(cid:2)ng partnerships. The increase in total liabili(cid:2)es a(cid:3)ributable to the consolidated opera(cid:2)ng partnerships was primarily due to increases of $4.5 billion in Accrued Compensa(cid:2)on and Beneﬁts and $2.1 billion in Loans Payable. The increase in Accrued Compensa(cid:2)on and Beneﬁts was primarily due to an increase in performance compensa(cid:2)on. The increase in Loans Payable was primarily due to the issuance of $2.0 billion of notes on August 5, 2021. The other net variances of the liabili(cid:2)es a(cid:3)ributable to the consolidated opera(cid:2)ng partnerships were rela(cid:2)vely unchanged. We have mul(cid:2)ple sources of liquidity to meet our capital needs as described in “— Sources and Uses of Liquidity.” Sources and Uses of Liquidity We have mul(cid:2)ple 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 $2.25 billion commi(cid:3)ed revolving credit facility. As of December 31, 2021, Blackstone had $2.1 billion in Cash and Cash Equivalents, $658.1 million invested in Corporate Treasury Investments and $3.3 billion in Other Investments (which included $726.7 million of liquid investments), against $7.9 billion in borrowings from our bond issuances, and $250.0 million borrowings outstanding under our revolving credit facility. The $250.0 million of borrowings outstanding under our revolving credit facility was repaid on January 14, 2022. On August 5, 2021, Blackstone issued $650 million aggregate principal amount of 1.625% senior notes due August 5, 2028, $800 million aggregate principal amount of 2.000% senior notes due January 30, 2032 and $550 million aggregate principal amount of 2.850% senior notes due August 5, 2051. For addi(cid:2)onal informa(cid:2)on see Note 13. “Borrowings” in the “Notes to Consolidated Financial Statements” in “— Item 8. Financial Statements and Supplementary Data” of this ﬁling and “— Notable Transac(cid:2)ons.” On January 10, 2022, Blackstone issued $500 million aggregate principal amount of 2.550% senior notes due March 30, 2032 and $1.0 billion aggregate principal amount of 3.200% senior notes due January 30, 2052. For addi(cid:2)onal informa(cid:2)on see Note 13. “Borrowings” in the “Notes to Consolidated Financial Statements” in “— Item 8. Financial Statements and Supplementary Data” of this ﬁling and “— Notable Transac(cid:2)ons.” In addi(cid:2)on to the cash we received from our notes oﬀerings and availability under our revolving credit facility, we expect to receive (a) cash generated from opera(cid:2)ng ac(cid:2)vi(cid:2)es, (b) Performance Alloca(cid:2)ons and Incen(cid:2)ve Fee realiza(cid:2)ons, and (c) realiza(cid:2)ons on the fund investments that we make. The amounts received from these three sources in par(cid:2)cular may vary substan(cid:2)ally from year to year and quarter to quarter depending on the frequency and size of realiza(cid:2)on events or net returns experienced by our investment funds. Our available capital could be adversely aﬀected if there are prolonged periods of few substan(cid:2)al realiza(cid:2)ons from our investment funds accompanied by substan(cid:2)al capital calls for new investments from those investment funds. Therefore, Blackstone’s commitments to our funds are taken into considera(cid:2)on when managing our overall liquidity and cash posi(cid:2)on. 136 We expect that our primary liquidity needs will be cash to (a) provide capital to facilitate the growth of our exis(cid:2)ng businesses, which principally includes funding our general partner and co-investment commitments to our funds, (b) provide capital for business expansion, (c) pay opera(cid:2)ng expenses, including cash compensa(cid:2)on to our employees, and other obliga(cid:2)ons as they arise, (d) fund modest capital expenditures, (e) repay borrowings and related interest costs, (f) pay income taxes, (g) repurchase share of our common stock and Blackstone Holdings Partnership Units pursuant to our repurchase program and (h) pay dividends to our shareholders and distribu(cid:2)ons to the holders of Blackstone Holdings Partnership Units. For a tabular presenta(cid:2)on of Blackstone’s contractual obliga(cid:2)ons and the expected (cid:2)ming of such see “— Contractual Obliga(cid:2)ons.” Capital Commitments Our own capital commitments to our funds, the funds we invest in and our investment strategies as of December 31, 2021 consisted of the following: Fund Real Estate BREP V BREP VI BREP VII BREP VIII BREP IX BREP Europe III BREP Europe IV BREP Europe V BREP Europe VI BREP Asia I BREP Asia II BREP Asia III BREDS II BREDS III BREDS IV BPP Other (b) Total Real Estate Blackstone and General Partner Senior Managing Directors and Certain Other Professionals (a) Original Commitment Remaining Commitment Original Commitment Remaining Commitment (Dollars in Thousands) $ 52,545 $ 750,000 300,000 300,000 300,000 100,000 130,000 150,000 130,000 50,000 70,707 63,817 50,000 50,000 50,000 180,905 25,599 — 2,185 $ 12,270 36,809 11,131 33,394 15,044 45,133 44,751 134,252 3,996 11,989 8,025 24,074 8,665 29,994 24,747 74,242 3,380 10,141 7,853 23,560 21,272 63,817 208 623 4,500 13,499 — 27,813 — 30,937 — 7,254 2,753,573 569,716 709,841 165,842 — $ 150,000 100,000 100,000 100,000 35,000 43,333 43,333 43,333 16,667 23,569 21,272 16,667 16,667 — — — con(cid:2)nued... 137 Fund Private Equity BCP V BCP VI BCP VII BCP VIII BEP I BEP II BEP III BCEP I BCEP II BCP Asia I BCP Asia II Tac(cid:2)cal Opportuni(cid:2)es Strategic Partners BIP BXLS BXG Other (b) Total Private Equity Hedge Fund Solu(cid:2)ons Strategic Alliance I Strategic Alliance II Strategic Alliance III Strategic Alliance IV Strategic Holdings I Strategic Holdings II Horizon Other (b) Total Hedge Fund Solu(cid:2)ons Blackstone and General Partner Senior Managing Directors and Certain Other Professionals (a) Original Commitment Remaining Commitment Original Commitment Remaining Commitment (Dollars in Thousands) $ 629,356 $ 719,718 500,000 500,000 50,000 80,000 80,000 120,000 160,000 40,000 100,000 454,978 909,010 216,964 140,000 80,752 278,669 — — $ 28,771 250,000 225,000 19,279 225,000 161,535 — 4,873 19,518 4,305 26,938 5,750 33,333 70,511 87,804 — 31,392 12,635 — 5,059,447 1,847,340 1,215,472 506,644 30,642 $ 82,829 42,842 358,968 4,728 14,620 58,553 27,202 132,048 17,249 100,000 211,533 539,738 60,045 103,673 38,052 24,618 — 26,667 26,667 18,992 32,640 13,333 33,333 154,768 145,738 — 36,667 26,667 — 50,000 50,000 22,000 15,000 154,610 50,000 100,000 19,861 461,471 2,033 1,482 6,006 15,000 43,511 32,056 44,358 10,290 154,736 — — — — — — — — — — — — — — — — — — con(cid:2)nued... 138 Fund Credit & Insurance Mezzanine / Opportunis(cid:2)c II Mezzanine / Opportunis(cid:2)c III Mezzanine / Opportunis(cid:2)c IV European Senior Debt I European Senior Debt II Stressed / Distressed I Stressed / Distressed II Stressed / Distressed III Energy I Energy II Credit Alpha Fund Credit Alpha Fund II Other (b) Total Credit & Insurance Other Treasury (c) Blackstone and General Partner Senior Managing Directors and Certain Other Professionals (a) Original Commitment Remaining Commitment Original Commitment Remaining Commitment (Dollars in Thousands) $ 120,000 $ 130,783 122,000 63,000 92,872 50,000 125,000 151,000 80,000 150,000 52,102 25,500 149,088 1,311,345 29,470 $ 40,608 103,830 16,515 60,699 4,869 51,695 113,042 37,630 120,117 19,752 13,422 54,898 666,547 110,101 $ 27,039 9,644 31,061 28,407 33,378 14,911 56,882 14,892 22,392 2,694 27,666 49,576 119,878 23,938 31,977 35,487 75,445 20,472 25,565 19,209 50,670 6,126 3,224 4,065 20,531 611,672 253,558 434,251 — $ 10,020,087 $ 3,462,329 $ 2,536,985 $ 926,044 223,990 — (a) For some of the general partner commitments shown in the table above, we require our senior managing directors and certain other professionals to fund a por(cid:2)on of the commitment even though the ul(cid:2)mate obliga(cid:2)on to fund the aggregate commitment is ours pursuant to the governing agreements of the respec(cid:2)ve funds. The amounts of the aggregate applicable general partner original and remaining commitment are shown in the table above. In addi(cid:2)on, certain senior managing directors and other professionals may be required to fund a de minimis amount of the commitment in certain carry funds. We expect our commitments to be drawn down over (cid:2)me and to be funded by available cash and cash generated from opera(cid:2)ons and realiza(cid:2)ons. Taking into account prevailing market condi(cid:2)ons and both the liquidity and cash or liquid investment balances, we believe that the sources of liquidity described above will be more than suﬃcient to fund our working capital requirements. (b) Represents capital commitments to a number of other funds in each respec(cid:2)ve segment. (c) Represents loan origina(cid:2)on commitments, revolver commitments and capital market commitments. For a tabular presenta(cid:2)on of the (cid:2)ming of Blackstone’s remaining capital commitments to our funds, the funds we invest in and our investment strategies see “— Contractual Obliga(cid:2)ons”. 139 Borrowings As of December 31, 2021, Blackstone Holdings Finance Co. L.L.C. (the “Issuer”), an indirect subsidiary of Blackstone, had issued and outstanding the following senior notes (collec(cid:2)vely the “Notes”): Senior Notes (a) 4.750%, Due 2/15/2023 2.000%, Due 5/19/2025 1.000%, Due 10/5/2026 3.150%, Due 10/2/2027 1.625%, Due 8/5/2028 1.500%, Due 4/10/2029 2.500%, Due 1/10/2030 1.600%, Due 3/30/2031 2.000%, Due 1/30/2032 6.250%, Due 8/15/2042 5.000%, Due 6/15/2044 4.450%, Due 7/15/2045 4.000%, Due 10/2/2047 3.500%, Due 9/10/2049 2.800%, Due 9/30/2050 2.850%, Due 8/5/2051 Aggregate Principal Amount (Dollars/Euros in Thousands) $ 400,000 € 300,000 € 600,000 $ 300,000 $ 650,000 € 600,000 $ 500,000 $ 500,000 $ 800,000 $ 250,000 $ 500,000 $ 350,000 $ 300,000 $ 400,000 $ 400,000 $ 550,000 $7,605,500 (a) The Notes are unsecured and unsubordinated obliga(cid:2)ons of the Issuer and are fully and uncondi(cid:2)onally guaranteed, jointly and severally, by Blackstone Inc. and each of the Blackstone Holdings Partnerships. The Notes contain customary covenants and ﬁnancial restric(cid:2)ons that, among other things, limit the Issuer and the guarantors’ ability, subject to certain excep(cid:2)ons, to incur indebtedness secured by liens on vo(cid:2)ng stock or proﬁt par(cid:2)cipa(cid:2)ng 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 por(cid:2)on of the Notes may be redeemed at our op(cid:2)on, in whole or in part, at any (cid:2)me and from (cid:2)me to (cid:2)me, prior to their stated maturity, at the make-whole redemp(cid:2)on 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. On January 10, 2022, Blackstone issued $500 million aggregate principal amount of 2.550% senior notes due March 30, 2032 and $1.0 billion aggregate principal amount of 3.200% senior notes due January 30, 2052. These notes are not included in the above table. For addi(cid:2)onal informa(cid:2)on see Note 13. “Borrowings” in the “Notes to Consolidated Financial Statements” in “— Item 8. Financial Statements and Supplementary Data” of this ﬁling and “— Notable Transac(cid:2)ons.” Blackstone, through its indirect subsidiary Blackstone Holdings Finance Co. L.L.C., has a $2.25 billion unsecured revolving credit facility (the “Credit Facility”) with Ci(cid:2)bank, N.A., as administra(cid:2)ve agent with a maturity date of November 24, 2025. 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 representa(cid:2)ons, covenants and events of default. Financial covenants consist of a maximum net leverage ra(cid:2)o and a requirement to keep a minimum amount of fee-earning assets under management, each tested quarterly. 140 For a tabular presenta(cid:2)on of the payment (cid:2)ming of principal and interest due on Blackstone’s issued notes and revolving credit facility see “— Contractual Obliga(cid:2)ons”. Contractual Obliga(cid:2)ons The following table sets forth informa(cid:2)on rela(cid:2)ng to our contractual obliga(cid:2)ons as of December 31, 2021 on a consolidated basis and on a basis deconsolida(cid:2)ng the Blackstone Funds: Contractual Obliga(cid:2)ons Opera(cid:2)ng Lease Obliga(cid:2)ons (a) Purchase Obliga(cid:2)ons Blackstone Issued Notes and Revolving Credit Facility (b) Interest on Blackstone Issued Notes and Revolving Credit $ Facility (c) Blackstone Funds Debt Obliga(cid:2)ons Payable Blackstone Funds Capital Commitments to Investee 2022 121,220 $ 85,225 — 2023-2024 Therea(cid:6)er 2025-2026 (Dollars in Thousands) 212,711 $ 234,299 $ 253,317 $ 44,637 — 8,041 400,000 1,273,300 6,182,200 Total 821,547 137,903 7,855,500 212,013 101 395,536 — 375,656 2,447,124 — — 3,430,329 101 Funds (d) 275,257 — — — 275,257 Due to Certain Non-Controlling Interest Holders in Connec(cid:2)on with Tax Receivable Agreements (e) Unrecognized Tax Beneﬁts, Including Interest and Penal(cid:2)es (f) Blackstone Opera(cid:2)ng En(cid:2)(cid:2)es Capital Commitments to Blackstone Funds and Other (g) Consolidated Contractual Obliga(cid:2)ons Blackstone Funds Debt Obliga(cid:2)ons Payable Blackstone Funds Capital Commitments to Investee Funds (d) Blackstone Opera(cid:2)ng En(cid:2)(cid:2)es Contractual Obliga(cid:2)ons 52,947 160,979 200,135 1,144,313 1,558,374 1,143 — — — 1,143 3,462,329 4,210,235 (101) — 3,462,329 1,254,469 2,091,431 9,986,348 17,542,483 (101) — — — — — (275,257) (275,257) $ 3,934,877 $ 1,254,469 $ 2,091,431 $ 9,986,348 $ 17,267,125 — — — (a) We lease our primary oﬃce space and certain oﬃce equipment under agreements that expire through 2032. Occupancy lease agreements, in addi(cid:2)on to contractual rent payments, generally include addi(cid:2)onal payments for certain costs incurred by the landlord, such as building expenses, and u(cid:2)li(cid:2)es. To the extent these are ﬁxed or determinable they are included in the table above. The table above includes opera(cid:2)ng leases that are recognized as Opera(cid:2)ng Lease Liabili(cid:2)es, short-term leases that are not recorded as Opera(cid:2)ng Lease Liabili(cid:2)es and leases that have been signed but not yet commenced which are not recorded as Opera(cid:2)ng Lease Liabili(cid:2)es. The amounts in this table are presented net of contractual sublease commitments. (b) Represents the principal amount due on the senior notes we issued assuming no pre-payments are made and the notes are held un(cid:2)l their ﬁnal maturity and outstanding borrowings under our revolving credit facility. As of December 31, 2021, we had $250.0 million of outstanding borrowings under our revolver, which are presented as due in 2025, the contractual maturity date of the revolver. On January 14, 2022, Blackstone repaid the $250.0 million borrowings under the revolver in full. This presenta(cid:2)on also assumes interest is paid 141 on the outstanding borrowings under the revolver through the contractual maturity date with a corresponding reduc(cid:2)on in commitment fees for unu(cid:2)lized borrowings under the revolver. On January 10, 2022, Blackstone issued $500 million aggregate principal amount of 2.550% senior notes due March 30, 2032 and $1.0 billion aggregate principal amount of 3.200% senior notes due January 30, 2052. These notes and the related interest payments are not included in this table. For addi(cid:2)onal informa(cid:2)on see Note 13. “Borrowings” in the “Notes to Consolidated Financial Statements” in “— Item 8. Financial Statements and Supplementary Data” of this ﬁling and “— Notable Transac(cid:2)ons.” (c) Represents interest to be paid over the maturity of our senior notes and borrowings under our revolving credit facility which has been calculated using the maturity assump(cid:2)on described in note (b). These amounts include commitment fees for unu(cid:2)lized borrowings under our revolver. (d) These obliga(cid:2)ons represent commitments of the consolidated Blackstone Funds to make capital contribu(cid:2)ons to investee funds and por(cid:6)olio companies. These amounts are generally due on demand and are therefore presented in the less than one year category. (e) Represents obliga(cid:2)ons 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 connec(cid:2)on with the reorganiza(cid:2)on at the (cid:2)me of Blackstone’s IPO in 2007 and subsequent purchases. The obliga(cid:2)on represents the amount of the payments currently expected to be made, which are dependent on the tax savings actually realized as determined annually without discoun(cid:2)ng for the (cid:2)ming of the payments. As required by GAAP, the amount of the obliga(cid:2)on included in the Consolidated Financial Statements and shown in Note 18. “Related Party Transac(cid:2)ons” (see “— Item 8. Financial Statements and Supplementary Data”) diﬀers to reﬂect the net present value of the payments due to certain non-controlling interest holders. (f) The total represents gross unrecognized tax beneﬁts of $0.5 million and interest and penal(cid:2)es of $0.6 million. In addi(cid:2)on, Blackstone is not able to make a reasonably reliable es(cid:2)mate of the (cid:2)ming of payments in individual years in connec(cid:2)on with gross unrecognized beneﬁts of $47.0 million and interest of $4.8 million; therefore, such amounts are not included in the above contractual obliga(cid:2)ons table. (g) These obliga(cid:2)ons 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 substan(cid:2)al amount of the capital commitments are expected to be called over the next three years. We expect to con(cid:2)nue to make these general partner capital commitments as we raise addi(cid:2)onal amounts for our investment funds over (cid:2)me. Guarantees Blackstone and certain of its consolidated funds provide ﬁnancial guarantees. The amounts and nature of these guarantees are described in Note 19. “Commitments and Con(cid:2)ngencies — Con(cid:2)ngencies — Guarantees” in the “Notes to Consolidated Financial Statements” in “—Item 8. Financial Statements and Supplementary Data” of this ﬁling. Indemniﬁca(cid:2)ons In many of its service contracts, Blackstone agrees to indemnify the third party service provider under certain circumstances. The terms of the indemni(cid:2)es vary from contract to contract and the amount of indemniﬁca(cid:2)on liability, if any, cannot be determined and has not been included in the above contractual obliga(cid:2)ons table or recorded in our Consolidated Financial Statements as of December 31, 2021. 142 Clawback Obliga(cid:2)ons Performance Alloca(cid:2)ons are subject to clawback to the extent that the Performance Alloca(cid:2)ons received to date with respect to a fund exceeds the amount due to Blackstone based on cumula(cid:2)ve results of that fund. The amounts and nature of Blackstone’s clawback obliga(cid:2)ons are described in Note 19. “Commitments and Con(cid:2)ngencies — Con(cid:2)ngencies — Con(cid:2)ngent Obliga(cid:2)ons (Clawback)” in the “Notes to Consolidated Financial Statements” in “— Item 8. Financial Statements and Supplementary Data” of this ﬁling. 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 (cid:2)me to (cid:2)me in open market transac(cid:2)ons, in privately nego(cid:2)ated transac(cid:2)ons or otherwise. The (cid:2)ming and the actual number repurchased will depend on a variety of factors, including legal requirements, price and economic and market condi(cid:2)ons. The repurchase program may be changed, suspended or discon(cid:2)nued at any (cid:2)me and does not have a speciﬁed expira(cid:2)on date. During the year ended December 31, 2021, Blackstone repurchased 10.3 million shares of common stock at a total cost of $1.2 billion. As of December 31, 2021, the amount remaining available for repurchases under the program was $1.5 billion. Dividends Our inten(cid:2)on is to pay to holders of common stock a quarterly dividend represen(cid:2)ng 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 obliga(cid:2)ons and dividends to shareholders for any ensuing quarter. The dividend amount could also be adjusted upward in any one quarter. For Blackstone’s deﬁni(cid:2)on of Distributable Earnings, see “— Key Financial Measures and Indicators.” All of the foregoing is subject to the qualiﬁca(cid:2)on that the declara(cid:2)on and payment of any dividends are at the sole discre(cid:2)on of our board of directors, and our board of directors may change our dividend policy at any (cid:2)me, including, without limita(cid:2)on, to reduce such quarterly dividends or even to eliminate such dividends en(cid:2)rely. Because the publicly traded en(cid:2)ty and/or its wholly owned subsidiaries must pay taxes and make payments under the tax receivable agreements, the amounts ul(cid:2)mately paid as dividends by Blackstone to common shareholders 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 the Conversion, 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 distribu(cid:2)on 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 shareholder’s basis. The following graph shows ﬁscal quarterly and annual per common shareholder dividends for 2021, 2020 and 2019. Dividends are declared and paid in the quarter subsequent to the quarter in which they are earned. 143 With respect to ﬁscal year 2021, we paid to shareholders of our common stock a dividend of $0.82, $0.70, $1.09 and $1.45 per share in respect of the ﬁrst, second, third and fourth quarters, respec(cid:2)vely, aggrega(cid:2)ng to $4.06 per share of common stock. With respect to ﬁscal years 2020 and 2019, we paid shareholders of our common stock aggregate dividends of $2.26 per share and $1.95 per share, respec(cid:2)vely. Leverage We may under certain circumstances use leverage opportunis(cid:2)cally and over (cid:2)me to create the most eﬃcient capital structure for Blackstone and our shareholders. In addi(cid:2)on to the borrowings from our notes issuances and our revolving credit facility, we may use reverse repurchase agreements, repurchase agreements and securi(cid:2)es sold, not yet purchased. Reverse repurchase agreements are entered into primarily to take advantage of opportunis(cid:2)c yields otherwise absent in the overnight markets and also to use the collateral received to cover securi(cid:2)es sold, not yet purchased. Repurchase agreements are entered into primarily to opportunis(cid:2)cally yield higher spreads on purchased securi(cid:2)es. The balances held in these ﬁnancial instruments ﬂuctuate based on Blackstone’s liquidity needs, market condi(cid:2)ons and investment risk proﬁles. 144 The following table presents informa(cid:2)on regarding these ﬁnancial instruments in our Consolidated Statements of Financial Condi(cid:2)on: Balance, December 31, 2021 Balance, December 31, 2020 Year Ended December 31, 2021 Average Daily Balance Maximum Daily Balance Cri(cid:2)cal Accoun(cid:2)ng Policies Repurchase Agreements Securi(cid:2)es Sold, Not Yet Purchased $ $ $ $ (Dollars in Millions) 58.0 76.8 $ $ 50.7 75.5 $ $ 27.8 51.0 37.7 51.0 We prepare our Consolidated Financial Statements in accordance with GAAP. In applying many of these accoun(cid:2)ng principles, we need to make assump(cid:2)ons, es(cid:2)mates and/or judgments that aﬀect the reported amounts of assets, liabili(cid:2)es, revenues and expenses in our Consolidated Financial Statements. We base our es(cid:2)mates and judgments on historical experience and other assump(cid:2)ons that we believe are reasonable under the circumstances. These assump(cid:2)ons, es(cid:2)mates and/or judgments, however, are o(cid:7)en subjec(cid:2)ve. Actual results may be aﬀected nega(cid:2)vely based on changing circumstances. If actual amounts are ul(cid:2)mately diﬀerent from our es(cid:2)mates, the revisions are included in our results of opera(cid:2)ons for the period in which the actual amounts become known. We believe the following cri(cid:2)cal accoun(cid:2)ng policies could poten(cid:2)ally produce materially diﬀerent results if we were to change underlying assump(cid:2)ons, es(cid:2)mates and/or judgments. For a descrip(cid:2)on of our accoun(cid:2)ng policies, see Note 2. “Summary of Signiﬁcant Accoun(cid:2)ng Policies” in the “Notes to Consolidated Financial Statements” in “— Item 8. Financial Statements and Supplementary Data” of this ﬁling. Principles of Consolida(cid:2)on For a descrip(cid:2)on of our accoun(cid:2)ng policy on consolida(cid:2)on, see Note 2. “Summary of Signiﬁcant Accoun(cid:2)ng Policies — Consolida(cid:2)on” and Note 9. “Variable Interest En(cid:2)(cid:2)es” in the “Notes to Consolidated Financial Statements” in “— Item 8. Financial Statements and Supplementary Data” for detailed informa(cid:2)on on Blackstone’s involvement with VIEs. The following discussion is intended to provide supplemental informa(cid:2)on about how the applica(cid:2)on of consolida(cid:2)on principles impact our ﬁnancial results, and management’s process for implemen(cid:2)ng those principles including areas of signiﬁcant judgment. The determina(cid:2)on that Blackstone holds a controlling ﬁnancial interest in a Blackstone Fund or investment vehicle signiﬁcantly changes the presenta(cid:2)on of our consolidated ﬁnancial statements. In our Consolidated Statements of Financial Posi(cid:2)on included in this ﬁling, we present 100% of the assets and liabili(cid:2)es of consolidated VIEs along with a non-controlling interest which represents the por(cid:2)on of the consolidated vehicle’s interests held by third par(cid:2)es. However, assets of our consolidated VIEs can only be used to se(cid:3)le obliga(cid:2)ons of the consolidated VIE and are not available for general use by Blackstone. Further, the liabili(cid:2)es of our consolidated VIEs do not have recourse to the general credit of Blackstone. In the Consolidated Statements of Opera(cid:2)ons, we eliminate any management fees, Incen(cid:2)ve Fees, or Performance Alloca(cid:2)ons received or accrued from consolidated VIEs as they are considered intercompany transac(cid:2)ons. We recognize 100% of the consolidated VIE’s investment income (loss) and allocate the por(cid:2)on of that income (loss) a(cid:3)ributable to third party ownership to non-controlling interests in arriving at Net Income A(cid:3)ributable to Blackstone Inc. 145 The assessment of whether we consolidate a Blackstone Fund or investment vehicle we manage requires the applica(cid:2)on of signiﬁcant judgment. These judgments are applied both at the (cid:2)me we become involved with the VIE and on an ongoing basis and include, but are not limited to: • Determining whether our management fees, Incen(cid:2)ve Fees or Performance Alloca(cid:2)ons 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 en(cid:2)ty and the terms of any other interests we hold in the VIE. • Determining whether kick-out rights are substan(cid:2)ve — We make judgments as to whether the third party investors in a partnership en(cid:2)ty have the ability to remove the general partner, the investment manager or its equivalent, or to dissolve (liquidate) the partnership en(cid:2)ty, through a simple majority vote. This includes an evalua(cid:2)on of whether barriers to exercise these rights exist. • Concluding whether Blackstone has an obliga(cid:2)on to absorb losses or the right to receive beneﬁts that could poten(cid:2)ally be signiﬁcant to the VIE — As there is no explicit threshold in GAAP to deﬁne “poten(cid:2)ally signiﬁcant,” management must apply judgment and evaluate both quan(cid:2)ta(cid:2)ve and qualita(cid:2)ve factors to conclude whether this threshold is met. Revenue Recogni(cid:2)on For a descrip(cid:2)on of our accoun(cid:2)ng policy on revenue recogni(cid:2)on, see Note 2. “Summary of Signiﬁcant Accoun(cid:2)ng Policies — Revenue Recogni(cid:2)on” in the “Notes to Consolidated Financial Statements” in “— Item 8. Financial Statements and Supplementary Data.” For an addi(cid:2)onal descrip(cid:2)on of the nature of our revenue arrangements, including how management fees, Incen(cid:2)ve Fees, and Performance Alloca(cid:2)ons are generated, please refer to “Part I. Item 1. Business — Fee Structure/Incen(cid:2)ve Arrangements.” The following discussion is intended to provide supplemental informa(cid:2)on about how the applica(cid:2)on of revenue recogni(cid:2)on principles impact our ﬁnancial results, and management’s process for implemen(cid:2)ng those principles including areas of signiﬁcant judgment. Management and Advisory Fees, Net — Blackstone earns base management fees from its customers at a ﬁxed percentage of a calcula(cid:2)on base which is typically assets under management, net asset value, gross asset value, total assets, commi(cid:3)ed capital or invested capital. The range of management fee rates and the calcula(cid:2)on base from which they are earned, generally, are as follows: On private equity, real estate, and certain of our hedge fund solu(cid:2)ons and credit-focused funds: • • 0.25% to 1.75% of commi(cid:3)ed capital or invested capital during the investment period, 0.25% to 1.50% of invested capital, commi(cid:3)ed capital or investment fair value subsequent to the investment period for private equity and real estate funds, and • 1.00% to 1.50% of invested capital or net asset value subsequent to the investment period for certain of our hedge fund solu(cid:2)ons and credit-focused funds. On real estate and credit-focused funds structured like hedge funds: • 0.50% to 1.50% of net asset value. On credit separately managed accounts: • 0.20% to 1.35% of net asset value or total assets. On real estate separately managed accounts: • 0.65% to 2.00% of invested capital, net opera(cid:2)ng income or net asset value. 146 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: • 0.25% 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. 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. The investment advisers of BREIT and BEPIF receive a management fee of 1.25% per annum of net asset value, payable monthly. Management fee calcula(cid:2)ons based on commi(cid:3)ed capital or invested capital are mechanical in nature and therefore do not require the use of signiﬁcant es(cid:2)mates or judgments. Management fee calcula(cid:2)ons based on net asset value, total assets, or investment fair value depend on the fair value of the underlying investments within the funds. Es(cid:2)mates and assump(cid:2)ons are made when determining the fair value of the underlying investments within the funds and could vary depending on the valua(cid:2)on methodology that is used as well as economic condi(cid:2)ons. See “— Fair Value” below for further discussion of the judgment required for determining the fair value of the underlying investments. Investment Income (Loss) — Performance Alloca(cid:2)ons are made to the general partner based on cumula(cid:2)ve fund performance to date, subject to a preferred return to limited partners. Blackstone has concluded that investments made alongside its limited partners in a partnership which en(cid:2)tle Blackstone to a Performance Alloca(cid:2)on represent equity method investments that are not in the scope of the GAAP guidance on accoun(cid:2)ng for revenues from contracts with customers. Blackstone accounts for these arrangements under the equity method of accoun(cid:2)ng. Under the equity method, Blackstone’s share of earnings (losses) from equity method investments is determined using a balance sheet approach referred to as the hypothe(cid:2)cal liquida(cid:2)on at book value (“HLBV”) method. Under the HLBV method, at the end of each repor(cid:2)ng period Blackstone calculates the accrued Performance Alloca(cid:2)ons 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, irrespec(cid:2)ve of whether such amounts have been realized. Performance Alloca(cid:2)ons are subject to clawback to the extent that the Performance Alloca(cid:2)on received to date exceeds the amount due to Blackstone based on cumula(cid:2)ve results. The change in the fair value of the investments held by certain Blackstone Funds is a signiﬁcant input into the accrued Performance Alloca(cid:2)on calcula(cid:2)on and accrual for poten(cid:2)al repayment of previously received Performance Alloca(cid:2)ons. Es(cid:2)mates and assump(cid:2)ons are made when determining the fair value of the underlying investments within the funds. See “— Fair Value” below for further discussion related to signiﬁcant es(cid:2)mates and assump(cid:2)ons used for determining fair value of the underlying investments. Fair Value Blackstone uses fair value throughout the repor(cid:2)ng process. For a descrip(cid:2)on of our accoun(cid:2)ng policies related to valua(cid:2)on, see Note 2. “Summary of Signiﬁcant Accoun(cid:2)ng Policies — Fair Value of Financial Instruments” and “Summary of Signiﬁcant Accoun(cid:2)ng Policies — Investments at Fair Value” in the “Notes to Consolidated Financial Statements” in “— Item 8. Financial Statements and Supplementary Data” of this ﬁling. The following discussion is intended to provide supplemental informa(cid:2)on about how the applica(cid:2)on of fair value principles impact our ﬁnancial results, and management’s process for implemen(cid:2)ng those principles including areas of signiﬁcant judgment. 147 The fair value of the investments held by Blackstone Funds is the primary input to the calcula(cid:2)on of certain of our management fees, Incen(cid:2)ve Fees, Performance Alloca(cid:2)ons and the related Compensa(cid:2)on we recognize. The Blackstone Funds are accounted for as investment companies under the American Ins(cid:2)tute of Cer(cid:2)ﬁed Public Accountants Accoun(cid:2)ng and Audi(cid:2)ng Guide, Investment Companies, and in accordance with the GAAP guidance on investment companies and reﬂect their investments, including majority-owned and controlled investments (the “Por(cid:6)olio Companies”), at fair value. In the absence of observable market prices, we u(cid:2)lize valua(cid:2)on methodologies applied on a consistent basis and assump(cid:2)ons that we believe market par(cid:2)cipants would use to determine the fair value of the investments. For investments where li(cid:3)le market ac(cid:2)vity exists management’s determina(cid:2)on of fair value is based on the best informa(cid:2)on available in the circumstances, which may incorporate management’s own assump(cid:2)ons and involves a signiﬁcant degree of judgment, and the considera(cid:2)on of a combina(cid:2)on of internal and external factors, including the appropriate risk adjustments for non-performance and liquidity risks. Blackstone has also elected the fair value op(cid:2)on for certain instruments it owns directly, including loans and receivables and investments in private debt securi(cid:2)es, the assets of consolidated CLO vehicles and other proprietary investments. Blackstone is required to measure certain ﬁnancial instruments at fair value, including debt instruments, equity securi(cid:2)es and freestanding deriva(cid:2)ves. Fair Value of Investments or Instruments that are Publicly Traded Securi(cid:2)es that are publicly traded and for which a quoted market exists will be valued at the closing price of such securi(cid:2)es in the principal market in which the security trades, or in the absence of a principal market, in the most advantageous market on the valua(cid:2)on date. When a quoted price in an ac(cid:2)ve market exists, no block discounts or control premiums are permi(cid:3)ed regardless of the size of the public security held. In some cases, securi(cid:2)es will include legal and contractual restric(cid:2)ons limi(cid:2)ng their purchase and sale for a period of (cid:2)me, such as may be required under SEC Rule 144. A discount to publicly traded price may be appropriate in those cases; the amount of the discount, if taken, shall be determined based on the (cid:2)me 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 opera(cid:2)ng companies or real estate proper(cid:2)es. Our primary methodology for determining the fair values of such investments is generally the income approach which provides an indica(cid:2)on 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 assump(cid:2)ons about the underlying investment’s projected net earnings or cash ﬂows, discount rate, capitaliza(cid:2)on rate and exit mul(cid:2)ple. 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 valua(cid:2)ons for comparable public companies, transac(cid:2)ons, or assets, and includes making judgments about which companies, transac(cid:2)ons, or assets are comparable. Depending on the facts and circumstances associated with the investment, diﬀerent primary and secondary methodologies may be used including op(cid:2)on value, con(cid:2)ngent claims or scenario analysis, yield analysis, projected cash ﬂow through maturity or expira(cid:2)on, probability weighted methods or recent round of ﬁnancing. 148 In certain cases debt and equity securi(cid:2)es are valued on the basis of prices from an orderly transac(cid:2)on between market par(cid:2)cipants provided by reputable dealers or pricing services. In determining the value of a par(cid:2)cular investment, pricing services may use certain informa(cid:2)on with respect to transac(cid:2)ons in such investments, quota(cid:2)ons from dealers, pricing matrices and market transac(cid:2)ons in comparable investments and various rela(cid:2)onships between investments. Management Process on Fair Value Due to the importance of fair value throughout the consolidated ﬁnancial statements and the signiﬁcant judgment required to be applied in arriving at those fair values, we have developed a process around valua(cid:2)on 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 valua(cid:2)on or asset management teams, which are independent from our investment teams. For investments valued u(cid:2)lizing the income method and where Blackstone has informa(cid:2)on rights, we generally have a direct line of communica(cid:2)on with each of the Por(cid:6)olio Company ﬁnance teams and collect ﬁnancial data used to support projec(cid:2)ons used in a discounted cash ﬂow analysis. The respec(cid:2)ve business unit’s valua(cid:2)on team then analyzes the data received and updates the valua(cid:2)on models reﬂec(cid:2)ng any changes in the underlying cash ﬂow projec(cid:2)ons, weighted-average cost of capital, exit mul(cid:2)ple, and any other valua(cid:2)on input relevant economic condi(cid:2)ons. The results of all valua(cid:2)ons of investments held by Blackstone Fund and investment vehicles are reviewed and approved by the relevant business unit’s valua(cid:2)on sub-commi(cid:3)ee, which is comprised of key personnel from the business unit, typically the chief investment oﬃcer, chief opera(cid:2)ng oﬃcer, chief ﬁnancial oﬃcer, chief compliance oﬃcer (or their respec(cid:2)ve equivalents where applicable) and other senior managing directors in the business. To further corroborate results, each business unit also generally obtains either a posi(cid:2)ve assurance opinion or a range of value from an independent valua(cid:2)on party, at least annually for internally prepared valua(cid:2)ons for investments that have been held by Blackstone Funds and investment vehicles for greater than a year and quarterly for certain investments. Our ﬁrmwide valua(cid:2)on commi(cid:3)ee, chaired by our Chief Financial Oﬃcer and comprised of senior members of our businesses and representa(cid:2)ves from corporate func(cid:2)ons, including legal and ﬁnance, reviews the valua(cid:2)on process for investments held by us and our investment vehicles, including the applica(cid:2)on of appropriate valua(cid:2)on standards on a consistent basis. Each quarter, the valua(cid:2)on process is also reviewed by the audit commi(cid:3)ee of our board of directors, which is comprised of our employee directors. The global outbreak of COVID-19 required management to make signiﬁcant judgments about the ul(cid:2)mate adverse impact of COVID-19 on ﬁnancial markets and economic condi(cid:2)ons. These judgments and es(cid:2)mates were incorporated into the valua(cid:2)on process outlined herein. Management’s policies were unchanged and certain cri(cid:2)cal processes were executed in a remote working environment. Income Tax For a descrip(cid:2)on of our accoun(cid:2)ng policy on taxes and addi(cid:2)onal informa(cid:2)on on taxes see Note 2. “Summary of Signiﬁcant Accoun(cid:2)ng Policies” and Note 15. “Income Taxes,” respec(cid:2)vely, in the “Notes to Consolidated Financial Statements” in “— Item 8. Financial Statements and Supplementary Data” 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 repor(cid:2)ng and tax bases of assets and liabili(cid:2)es and are measured using the applicable enacted tax rates and laws that will be in eﬀect when such diﬀerences are expected to reverse. The Conversion resulted in a step-up in the tax basis of certain assets that will be recovered as those assets are sold or the basis is amor(cid:2)zed. 149 Addi(cid:2)onally, signiﬁcant judgment is required in es(cid:2)ma(cid:2)ng the provision for (beneﬁt from) income taxes, current and deferred tax balances (including valua(cid:2)on allowance), accrued interest or penal(cid:2)es and uncertain tax posi(cid:2)ons. In evalua(cid:2)ng these judgments, we consider, among other items, projec(cid:2)ons of taxable income (including the character of such income), beginning with historic results and incorpora(cid:2)ng assump(cid:2)ons of the amount of future pretax opera(cid:2)ng income. These assump(cid:2)ons about future taxable income require signiﬁcant judgment and are consistent with the plans and es(cid:2)mates that Blackstone uses to manage its business. A por(cid:2)on of the deferred tax assets are not considered to be more likely than not to be realized due to the character of income necessary for recovery. For that por(cid:2)on of the deferred tax assets, a valua(cid:2)on allowance has been recorded. Revisions in es(cid:2)mates and/or actual costs of a tax assessment may ul(cid:2)mately be materially diﬀerent from the recorded accruals and unrecognized tax beneﬁts, if any. Recent Accoun(cid:2)ng Developments Informa(cid:2)on regarding recent accoun(cid:2)ng developments and their impact on Blackstone can be found in Note 2. “Summary of Signiﬁcant Accoun(cid:2)ng Policies” in the “Notes to Consolidated Financial Statements” in “— Item 8. Financial Statements and Supplementary Data” of this ﬁling. Interbank Oﬀered Rates Transi(cid:2)on Certain jurisdic(cid:2)ons are currently reforming or phasing out their benchmark interest rates, most notably the London Interbank Oﬀered Rates (“LIBOR”) across mul(cid:2)ple currencies. Many such reforms and phase outs became eﬀec(cid:2)ve at the end calendar year 2021 with select U.S. dollar LIBOR tenors persis(cid:2)ng through June 2023. Blackstone has taken steps to prepare for and mi(cid:2)gate the impact of changing base rates and con(cid:2)nues to manage transi(cid:2)on eﬀorts and evaluate the impact of prospec(cid:2)ve changes on exis(cid:2)ng transac(cid:2)ons and contractual arrangements. See “Part I. Item 1A. Risk Factors — Risks Related to Our Business — Interest rates on our and our por(cid:6)olio companies’ outstanding ﬁnancial instruments might be subject to change based on regulatory developments, which could adversely aﬀect our revenue, expenses and the value of those ﬁnancial instruments.” Item 7A. Quan(cid:2)ta(cid:2)ve and Qualita(cid:2)ve 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 sensi(cid:2)vi(cid:2)es to movements in the fair value of their investments, including the eﬀect on management fees, performance revenues and investment income. See “Part I. — Item 1. Business — Investment Process and Risk Management.” 150 Eﬀect on Fund Management Fees Our management fees are based on (a) third par(cid:2)es’ capital commitments to a Blackstone Fund, (b) third par(cid:2)es’ capital invested in a Blackstone Fund or (c) the net asset value (“NAV”) or gross asset value (“GAV”) of a Blackstone Fund, vehicle or separately managed account, as described in our Consolidated Financial Statements. Management fees will only be directly aﬀected by short-term changes in market condi(cid:2)ons to the extent they are based on NAV, GAV or represent permanent impairments of value. These management fees will be increased (or reduced) in direct propor(cid:2)on to the eﬀect of changes in the fair value of our investments in the related funds. The propor(cid:2)on of our management fees that are based on NAV or GAV is dependent on the number and types of Blackstone Funds, vehicles, or separately managed accounts in existence and the current stage of each fund’s life cycle. For the years ended December 31, 2021 and December 31, 2020, the percentages of our fund management fees based on the NAV or GAV of the applicable funds or separately managed accounts, were as follows: Fund Management Fees Based on the NAV or GAV of the Applicable Funds or Separately Managed Accounts Market Risk Year Ended December 31, 2021 2020 40% 33% The Blackstone Funds hold investments which are reported at fair value and Blackstone invests directly in securi(cid:2)es measured at fair value. Based on the fair value as of December 31, 2021 and December 31, 2020, we es(cid:2)mate that a 10% decline in the fair value of investments, excluding equity securi(cid:2)es without a readily determinable fair value measured in accordance with the measurement alterna(cid:2)ve, would result in the following declines in Management and Advisory Fees, Net, Unrealized Performance Alloca(cid:2)ons, Net and Unrealized Principal Investment Income: Management and Advisory Fees, Net (a) 2021 Unrealized Performance Alloca(cid:2)ons, Net (b) 10% Decline in Fair Value of the Investments $ 289,686 $ 2,354,033 $ December 31, Unrealized Principal Investment Income (c) Management and Advisory Fees, Net (a) 2020 Unrealized Performance Alloca(cid:2)ons, Net (b) Unrealized Principal Investment Income (c) (Dollars in Thousands) 325,681 $ 199,964 $ 1,773,930 $ 169,269 (a) Represents the annualized eﬀect of the 10% decline. (b) Represents the repor(cid:2)ng date eﬀect of the 10% decline. Presented net of Unrealized Performance Alloca(cid:2)ons Compensa(cid:2)on. (c) Represents the repor(cid:2)ng date eﬀect of the 10% decline. Also includes the net eﬀect of consolidated funds, which reﬂects the change on Net Gains from Fund Inves(cid:2)ng Ac(cid:2)vi(cid:2)es, net of Non-Controlling Interests. The fair value of our investments and securi(cid:2)es can vary signiﬁcantly based on a number of factors, including the diversity of the Blackstone Funds’ investment por(cid:6)olio, market condi(cid:2)ons, trading values, similar transac(cid:2)ons, ﬁnancial metrics, and industry compara(cid:2)ves. See “Part I. Item 1A. Risk Factors” above. Also see “— Item 7. Management’s Discussion and Analysis of Financial Condi(cid:2)on and Results of Opera(cid:2)ons — Cri(cid:2)cal Accoun(cid:2)ng Policies — Fair Value.” We believe these fair value amounts should be u(cid:2)lized with cau(cid:2)on as our intent and strategy is to hold investments and securi(cid:2)es un(cid:2)l prevailing market condi(cid:2)ons are beneﬁcial for investment sales. 151 Exchange Rate Risk Blackstone and the Blackstone Funds hold investments that are denominated in non-U.S. dollar currencies that may be aﬀected by movements in the rate of exchange between the U.S. dollar and non-U.S. dollar currencies. Addi(cid:2)onally, a por(cid:2)on of our management fees are denominated in non-U.S. dollar currencies. We es(cid:2)mate that as of December 31, 2021 and December 31, 2020, a 10% decline in the rate of exchange of all foreign currencies against the U.S. dollar would result in the following declines in Management and Advisory Fees, Net, Unrealized Performance Alloca(cid:2)ons, Net and Unrealized Principal Investment Income: Management and Advisory Fees, Net (a) 2021 Unrealized Performance Alloca(cid:2)ons, Net (b)(c) December 31, Unrealized Principal Investment Income (b) Management and Advisory Fees, Net (a) (Dollars in Thousands) 2020 Unrealized Performance Alloca(cid:2)ons, Net (b)(c) Unrealized Principal Investment Income (b) 10% Decline in the Rate of Exchange of All Foreign Currencies Against the U.S. Dollar $ 36,154 $ 862,488 $ 115,235 $ 44,163 $ 559,875 $ 50,952 (a) Represents the annualized eﬀect of the 10% decline. (b) Represents the repor(cid:2)ng date eﬀect of the 10% decline. (c) Presented net of Unrealized Performance Alloca(cid:2)ons Compensa(cid:2)on. Interest Rate Risk Blackstone may have debt obliga(cid:2)ons payable that accrue interest at variable rates. Interest rate changes may therefore aﬀect the amount of our interest payments, future earnings and cash ﬂows. As of December 31, 2021, Blackstone had $250.0 million outstanding under the revolver that bears interest at a variable rate. The annualized increase in interest expense due to a 1% increase in interest rates would be $2.5 million as a result of this borrowing, which was subsequently repaid on January 14, 2022. Blackstone did not have variable interest based debt obliga(cid:2)ons payable as of December 31, 2020 and therefore, interest expense was not impacted by changes in interest rates for the year ended December 31, 2020. Blackstone has a diversiﬁed por(cid:6)olio of liquid assets to meet the liquidity needs of various businesses. This por(cid:6)olio includes cash, open-ended money market mutual funds, open-ended bond mutual funds, marketable investment securi(cid:2)es, freestanding deriva(cid:2)ve contracts, repurchase and reverse repurchase agreements and other investments. If interest rates were to increase by one percentage point, we es(cid:2)mate that our annualized investment income would decrease, oﬀset by an es(cid:2)mated increase in interest income on an annual basis from interest on ﬂoa(cid:2)ng rate assets, as follows: December 31, 2021 2020 Annualized Decrease in Investment Income Annualized Increase in Interest from Floa(cid:2)ng Rate Assets Annualized Decrease in Investment Income Annualized Increase in Interest from Floa(cid:2)ng Rate Assets One Percentage Point Increase in Interest Rates $ 10,839 (a) $ (Dollars in Thousands) 12,944 $ 14,560 (a) $ 19,670 (a) As of December 31, 2021 and 2020, this represents 0.6% and 0.4% of our por(cid:6)olio of liquid assets, respec(cid:2)vely. 152 Blackstone has U.S. dollar and non-U.S. dollar based interest rate deriva(cid:2)ves whose future cash ﬂows and present value may be aﬀected by movement in their respec(cid:2)ve underlying yield curves. We es(cid:2)mate that as of December 31, 2021 and December 31, 2020, a one percentage point increase parallel shi(cid:7) in global yield curves would result in the following impact on Other Revenue: Annualized Increase in Other Revenue Due to a One Percentage Point Increase in Interest Rates $ Credit Risk December 31, 2021 2020 (Dollars in Thousands) 8,499 $ 23,648 Certain Blackstone Funds and the Investee Funds are subject to certain inherent risks through their investments. Our por(cid:6)olio of liquid assets contains certain credit risks including, but not limited to, exposure to uninsured deposits with ﬁnancial ins(cid:2)tu(cid:2)ons, unsecured corporate bonds and mortgage-backed securi(cid:2)es. These exposures are ac(cid:2)vely monitored on a con(cid:2)nuous basis and posi(cid:2)ons are reallocated based on changes in risk proﬁle, market or economic condi(cid:2)ons. We es(cid:2)mate that our annualized investment income would decrease, if credit spreads were to increase by one percentage point, as follows: Decrease in Annualized Investment Income Due to a One Percentage Point Increase in Credit Spreads (a) $ December 31, 2021 2020 (Dollars in Thousands) 21,831 $ 56,927 (a) As of December 31, 2021 and 2020, this represents 1.2% and 1.4% of our por(cid:6)olio of liquid assets, respec(cid:2)vely. Certain of our en(cid:2)(cid:2)es hold deriva(cid:2)ve instruments that contain an element of risk in the event that the counterpar(cid:2)es may be unable to meet the terms of such agreements. We minimize our risk exposure by limi(cid:2)ng the counterpar(cid:2)es with which we enter into contracts to banks and investment banks that meet established credit and capital guidelines. We do not expect any counterparty to default on its obliga(cid:2)ons and therefore do not expect to incur any loss due to counterparty default. 153 Item 8. Financial Statements and Supplementary Data Index to Consolidated Financial Statements Report of Independent Registered Public Accoun(cid:2)ng Firm (PCAOB ID 34) Consolidated Statements of Financial Condi(cid:2)on as of December 31, 2021 and 2020 Consolidated Statements of Opera(cid:2)ons for the Years Ended December 31, 2021, 2020 and 2019 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2021, 2020 and 2019 Consolidated Statements of Changes in Equity for the Years Ended December 31, 2021, 2020 and 2019 Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020 and 2019 Notes to Consolidated Financial Statements 155 158 160 161 162 165 167 154 Report of Independent Registered Public Accoun(cid:2)ng Firm To the Stockholders and the Board of Directors of Blackstone Inc.: Opinions on the Financial Statements and Internal Control over Financial Repor(cid:2)ng We have audited the accompanying consolidated statements of ﬁnancial condi(cid:2)on of Blackstone Inc. (formerly known as The Blackstone Group Inc. through August 6, 2021) and subsidiaries (“Blackstone”) as of December 31, 2021 and 2020, the related consolidated statements of opera(cid:2)ons, comprehensive income, changes in equity, and cash ﬂows for each of the three years in the period ended December 31, 2021, and the related notes (collec(cid:2)vely referred to as the “ﬁnancial statements”). We also have audited Blackstone’s internal control over ﬁnancial repor(cid:2)ng as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Commi(cid:3)ee of Sponsoring Organiza(cid:2)ons of the Treadway Commission (“COSO”). In our opinion, the ﬁnancial statements referred to above present fairly, in all material respects, the ﬁnancial posi(cid:2)on of Blackstone as of December 31, 2021 and 2020, and the results of its opera(cid:2)ons and its cash ﬂows for each of the three years in the period ended December 31, 2021, in conformity with accoun(cid:2)ng principles generally accepted in the United States of America. Also, in our opinion, Blackstone maintained, in all material respects, eﬀec(cid:2)ve internal control over ﬁnancial repor(cid:2)ng as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. Basis for Opinions Blackstone’s management is responsible for these ﬁnancial statements, for maintaining eﬀec(cid:2)ve internal control over ﬁnancial repor(cid:2)ng, and for its assessment of the eﬀec(cid:2)veness of internal control over ﬁnancial repor(cid:2)ng, included in the accompanying management report on internal control over ﬁnancial repor(cid:2)ng. Our responsibility is to express an opinion on these ﬁnancial statements and an opinion on Blackstone’s internal control over ﬁnancial repor(cid:2)ng based on our audits. We are a public accoun(cid:2)ng ﬁrm registered with the Public Company Accoun(cid:2)ng Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to Blackstone in accordance with the U.S. federal securi(cid:2)es laws and the applicable rules and regula(cid:2)ons of the Securi(cid:2)es and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the ﬁnancial statements are free of material misstatement, whether due to error or fraud, and whether eﬀec(cid:2)ve internal control over ﬁnancial repor(cid:2)ng was maintained in all material respects. Our audits of the ﬁnancial statements included performing procedures to assess the risks of material misstatement of the ﬁnancial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the ﬁnancial statements. Our audits also included evalua(cid:2)ng the accoun(cid:2)ng principles used and signiﬁcant es(cid:2)mates made by management, as well as evalua(cid:2)ng the overall presenta(cid:2)on of the ﬁnancial statements. Our audit of internal control over ﬁnancial repor(cid:2)ng included obtaining an understanding of internal control over ﬁnancial repor(cid:2)ng, assessing the risk that a material weakness exists, and tes(cid:2)ng and evalua(cid:2)ng the design and opera(cid:2)ng eﬀec(cid:2)veness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. 155 Deﬁni(cid:2)on and Limita(cid:2)ons of Internal Control over Financial Repor(cid:2)ng A company’s internal control over ﬁnancial repor(cid:2)ng is a process designed to provide reasonable assurance regarding the reliability of ﬁnancial repor(cid:2)ng and the prepara(cid:2)on of ﬁnancial statements for external purposes in accordance with generally accepted accoun(cid:2)ng principles. A company’s internal control over ﬁnancial repor(cid:2)ng includes those policies and procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reﬂect the transac(cid:2)ons and disposi(cid:2)ons of the assets of the company, (b) provide reasonable assurance that transac(cid:2)ons are recorded as necessary to permit prepara(cid:2)on of ﬁnancial statements in accordance with generally accepted accoun(cid:2)ng principles, and that receipts and expenditures of the company are being made only in accordance with authoriza(cid:2)ons of management and directors of the company, and (c) provide reasonable assurance regarding preven(cid:2)on or (cid:2)mely detec(cid:2)on of unauthorized acquisi(cid:2)on, use, or disposi(cid:2)on of the company’s assets that could have a material eﬀect on the ﬁnancial statements. Because of its inherent limita(cid:2)ons, internal control over ﬁnancial repor(cid:2)ng may not prevent or detect misstatements. Also, projec(cid:2)ons of any evalua(cid:2)on of eﬀec(cid:2)veness to future periods are subject to the risk that controls may become inadequate because of changes in condi(cid:2)ons, or that the degree of compliance with the policies or procedures may deteriorate. Cri(cid:2)cal Audit Ma(cid:4)er The cri(cid:2)cal audit ma(cid:3)er communicated below is a ma(cid:3)er arising from the current-period audit of the ﬁnancial statements that was communicated or required to be communicated to the audit commi(cid:3)ee and that (a) relates to accounts or disclosures that are material to the ﬁnancial statements and (b) involved our especially challenging, subjec(cid:2)ve, or complex judgments. The communica(cid:2)on of cri(cid:2)cal audit ma(cid:3)ers does not alter in any way our opinion on the ﬁnancial statements, taken as a whole, and we are not, by communica(cid:2)ng the cri(cid:2)cal audit ma(cid:3)er below, providing a separate opinion on the cri(cid:2)cal audit ma(cid:3)er or on the accounts or disclosures to which it relates. Fair Value of Underlying Investments to determine Performance Alloca(cid:2)ons and Accrued Performance Alloca(cid:2)ons — Refer to Notes 2 and 4 to the ﬁnancial statements Cri(cid:2)cal Audit Ma(cid:3)er Descrip(cid:2)on Blackstone, as a general partner, is en(cid:2)tled to an alloca(cid:2)on of income from certain Blackstone Funds (“Blackstone Funds”) assuming certain investment returns are achieved, referred to as “Performance Alloca(cid:2)ons”. Performance Alloca(cid:2)ons are made based on cumula(cid:2)ve fund performance to date, subject to a preferred return to limited partners. The change in the fair value of the underlying investments held by the Blackstone Funds is the signiﬁcant input into this calcula(cid:2)on. As the fair value of underlying investments varies between repor(cid:2)ng periods, adjustments are made to amounts recorded as Accrued Performance Alloca(cid:2)ons to reﬂect either (a) posi(cid:2)ve performance resul(cid:2)ng in an increase in the Accrued Performance Alloca(cid:2)on or (b) nega(cid:2)ve performance that would cause the amount due to the general partner to be less than the amount previously recognized as revenue, resul(cid:2)ng in a nega(cid:2)ve adjustment to the Accrued Performance Alloca(cid:2)on to the general partner. We considered the valua(cid:2)on of investments without readily determinable fair values used in the calcula(cid:2)on of Performance Alloca(cid:2)ons and Accrued Performance Alloca(cid:2)ons as a cri(cid:2)cal audit ma(cid:3)er because of the valua(cid:2)on techniques, assump(cid:2)ons, market impacts and subjec(cid:2)vity of the unobservable inputs used in the valua(cid:2)on. Audi(cid:2)ng the fair value of these investments required a high degree of auditor judgment and increased eﬀort, including the need to involve our fair value specialists who possess signiﬁcant fair value methodology and modeling exper(cid:2)se. 156 How the Cri(cid:2)cal Audit Ma(cid:3)er Was Addressed in the Audit Our audit procedures related to tes(cid:2)ng the fair values of investments without readily determinable fair values included the following, among others: • We tested the design, implementa(cid:2)on, and opera(cid:2)ng eﬀec(cid:2)veness of controls, including those related to management’s review of the techniques and assump(cid:2)ons used in the determina(cid:2)on of fair value. • • We tested management’s assump(cid:2)ons through independent analysis and comparison to external sources. We u(cid:2)lized our internal fair value specialists to assist in the evalua(cid:2)on of management’s valua(cid:2)on methodologies and assump(cid:2)ons (or “inputs”). With the assistance of our internal fair value specialists, we evaluated certain of these inputs (e.g., guideline public companies, guideline transac(cid:2)ons, valua(cid:2)on mul(cid:2)ples, discount rates, yields, exit cap rates, exit mul(cid:2)ples, and cash ﬂow projec(cid:2)ons). Our fair value specialist procedures included tes(cid:2)ng the underlying source informa(cid:2)on of the assump(cid:2)ons, as well as developing a range of independent es(cid:2)mates and comparing those to the inputs used by management. • We evaluated the impact of current market events and condi(cid:2)ons, as well as relevant comparable transac(cid:2)ons, on the valua(cid:2)on techniques and assump(cid:2)ons used by management (e.g., sector and geographic loca(cid:2)on performance, occupancy rates and other market fundamentals, commodity prices, and interest rate environment). • We inspected industry reports for each industry in the por(cid:6)olio to evaluate the consistency of current valua(cid:2)ons with expected industry performance and inclusion of signiﬁcant economic or industry events. • We evaluated management’s ability to accurately es(cid:2)mate fair value by comparing previous es(cid:2)mates of fair value to investment transac(cid:2)ons with third par(cid:2)es. /s/ DELOITTE & TOUCHE LLP New York, New York February 25, 2022 We have served as Blackstone’s auditor since 2006. 157 Blackstone Inc. Consolidated Statements of Financial Condi(cid:2)on (Dollars in Thousands, Except Share Data) Assets Cash and Cash Equivalents Cash Held by Blackstone Funds and Other Investments (including assets pledged of $63,044 and $110,835 at December 31, 2021 and December 31, 2020, respec(cid:2)vely) Accounts Receivable Due from Aﬃliates Intangible Assets, Net Goodwill Other Assets Right-of-Use Assets Deferred Tax Assets Total Assets Liabili(cid:2)es and Equity Loans Payable Due to Aﬃliates Accrued Compensa(cid:2)on and Beneﬁts Securi(cid:2)es Sold, Not Yet Purchased Repurchase Agreements Opera(cid:2)ng Lease Liabili(cid:2)es Accounts Payable, Accrued Expenses and Other Liabili(cid:2)es Total Liabili(cid:2)es Commitments and Con(cid:2)ngencies Redeemable Non-Controlling Interests in Consolidated En(cid:2)(cid:2)es Equity Stockholders’ Equity of Blackstone Inc. Common Stock, $0.00001 par value, 90 billion shares authorized, (704,339,774 shares issued and outstanding as of December 31, 2021; 683,875,544 shares issued and outstanding as of December 31, 2020) Series I Preferred Stock, $0.00001 par value, 999,999,000 shares authorized, (1 share issued and outstanding as of December 31, 2021 and December 31, 2020) Series II Preferred Stock, $0.00001 par value, 1,000 shares authorized, (1 share issued and outstanding as of December 31, 2021 and December 31, 2020) Addi(cid:2)onal Paid-in-Capital Retained Earnings Accumulated Other Comprehensive Loss Total Stockholders’ Equity of Blackstone Inc. Non-Controlling Interests in Consolidated En(cid:2)(cid:2)es Non-Controlling Interests in Blackstone Holdings Total Equity Total Liabili(cid:2)es and Equity See notes to consolidated ﬁnancial statements. December 31, 2021 December 31, 2020 $ 2,119,738 $ 1,999,484 64,972 79,994 28,665,043 15,617,142 866,158 3,221,515 347,955 1,901,485 481,022 526,943 1,242,576 $ 41,196,408 $ 26,269,252 636,616 4,656,867 284,384 1,890,202 492,936 788,991 1,581,637 $ 7,748,163 $ 5,644,653 1,135,041 3,433,260 51,033 76,808 620,844 717,104 19,490,362 11,678,743 1,906,098 7,905,070 27,849 57,980 908,033 937,169 68,028 65,161 7 — 7 — — 5,794,727 3,647,785 (19,626) 9,422,893 5,600,653 6,614,472 — 6,332,105 335,762 (15,831) 6,652,043 4,042,157 3,831,148 21,638,018 14,525,348 $ 41,196,408 $ 26,269,252 con(cid:2)nued… 158 Blackstone Inc. Consolidated Statements of Financial Condi(cid:2)on (Dollars in Thousands) The following presents the asset and liability por(cid:2)on of the consolidated balances presented in the Consolidated Statements of Financial Condi(cid:2)on a(cid:3)ributable to consolidated Blackstone Funds which are variable interest en(cid:2)(cid:2)es. The following assets may only be used to se(cid:3)le obliga(cid:2)ons of these consolidated Blackstone Funds and these liabili(cid:2)es are only the obliga(cid:2)ons of these consolidated Blackstone Funds and they do not have recourse to the general credit of Blackstone. Assets Cash Held by Blackstone Funds and Other Investments Accounts Receivable Due from Aﬃliates Other Assets Total Assets Liabili(cid:2)es Loans Payable Due to Aﬃliates Securi(cid:2)es Sold, Not Yet Purchased Repurchase Agreements Accounts Payable, Accrued Expenses and Other Liabili(cid:2)es Total Liabili(cid:2)es See notes to consolidated ﬁnancial statements. December 31, 2021 December 31, 2020 79,994 $ $ 64,972 2,018,829 1,455,008 120,099 64,680 8,676 13,748 262 251 $ 2,177,502 $ 1,649,017 $ $ 101 $ 95,204 23,557 15,980 10,420 145,262 $ 99 65,429 41,709 76,808 37,221 221,266 159 Blackstone Inc. Consolidated Statements of Opera(cid:2)ons (Dollars in Thousands, Except Share and Per Share Data) Revenues Management and Advisory Fees, Net Incen(cid:2)ve Fees Investment Income (Loss) Performance Alloca(cid:2)ons Realized Unrealized Principal Investments Realized Unrealized Total Investment Income Interest and Dividend Revenue Other Total Revenues Expenses Compensa(cid:2)on and Beneﬁts Compensa(cid:2)on Incen(cid:2)ve Fee Compensa(cid:2)on Performance Alloca(cid:2)ons Compensa(cid:2)on Realized Unrealized Total Compensa(cid:2)on and Beneﬁts General, Administra(cid:2)ve and Other Interest Expense Fund Expenses Total Expenses Other Income (Loss) Change in Tax Receivable Agreement Liability Net Gains from Fund Investment Ac(cid:2)vi(cid:2)es Total Other Income (Loss) Income Before Provision (Beneﬁt) for Taxes Provision (Beneﬁt) for Taxes Net Income Net Income (Loss) A(cid:4)ributable to Redeemable Non-Controlling Interests in Consolidated En(cid:2)(cid:2)es Net Income A(cid:4)ributable to Non-Controlling Interests in Consolidated En(cid:2)(cid:2)es Net Income A(cid:4)ributable to Non-Controlling Interests in Blackstone Holdings Net Income A(cid:4)ributable to Blackstone Inc. Net Income Per Share of Common Stock Basic Diluted Weighted-Average Shares of Common Stock Outstanding Basic Diluted See notes to consolidated ﬁnancial statements. Year Ended December 31, 2020 2021 2019 $ 5,170,707 $ 253,991 4,092,549 $ 138,661 3,472,155 129,911 5,653,452 8,675,246 2,106,000 (384,393) 1,739,000 1,126,332 1,003,822 1,456,201 16,788,721 160,643 203,086 22,577,148 391,628 (114,607) 1,998,628 125,231 (253,142) 6,101,927 393,478 215,003 3,473,813 182,398 79,993 7,338,270 2,161,973 98,112 1,855,619 44,425 1,820,330 44,300 2,311,993 3,778,048 8,350,126 917,847 198,268 10,376 9,476,617 (2,759) 461,624 458,865 13,559,396 1,184,401 12,374,995 5,740 1,625,306 4,886,552 5,857,397 $ 843,230 (154,516) 2,588,758 711,782 166,162 12,864 3,479,566 (35,383) 30,542 (4,841) 2,617,520 356,014 2,261,506 (13,898) 217,117 1,012,924 1,045,363 $ 662,942 540,285 3,067,857 679,408 199,648 17,738 3,964,651 161,567 282,829 444,396 3,818,015 (47,952) 3,865,967 (121) 476,779 1,339,627 2,049,682 8.14 $ 8.13 $ 1.50 $ 1.50 $ 3.03 3.03 $ $ $ 719,766,879 696,933,548 675,900,466 720,125,043 697,258,296 676,167,851 160 Blackstone Inc. Consolidated Statements of Comprehensive Income (Dollars in Thousands) Net Income Other Comprehensive Income (Loss) - Currency Transla(cid:2)on Adjustment Comprehensive Income Less: Comprehensive Income (Loss) A(cid:3)ributable to Redeemable Non-Controlling Interests in 2021 Year Ended December 31, 2020 $12,374,995 $ 2,261,506 $ 3,865,967 14,332 12,369,181 2,284,705 3,880,299 23,199 (5,814) 2019 Consolidated En(cid:2)(cid:2)es (121) 5,740 Comprehensive Income A(cid:3)ributable to Non-Controlling Interests in Consolidated En(cid:2)(cid:2)es 1,625,306 476,779 Comprehensive Income A(cid:3)ributable to Non-Controlling Interests in Blackstone Holdings 4,884,533 1,023,459 1,345,980 6,515,579 1,226,678 1,822,638 $ 5,853,602 $ 1,058,027 $ 2,057,661 Comprehensive Income A(cid:3)ributable to Non-Controlling Interests Comprehensive Income A(cid:3)ributable to Blackstone Inc. (13,898) 217,117 See notes to consolidated ﬁnancial statements. 161 Blackstone Inc. Consolidated Statement of Changes in Equity (Dollars in Thousands, Except Share Data) Shares of Blackstone Inc. (a) Blackstone Inc. (a) Balance at December 31, 2018 Net Income (Loss) Currency Transla(cid:2)on Adjustment Capital Contribu(cid:2)ons Capital Distribu(cid:2)ons Transfer of Non-Controlling Interests in Consolidated Common Units 663,212,830 — — — — Common Stock Partners’ Capital Common Stock Addi(cid:2)onal Paid-in- Capital Retained Earnings (Deﬁcit) $ — $ 6,415,700 $ — — 787,096 — — — — — — — — (639,210) — — $ — $ — 1,262,586 — — — — (652,961) — Total Stockholders’ Equity Non- Controlling Interests in Consolidated En(cid:2)(cid:2)es Accumulated Other Compre- hensive Income (Loss) (36,476) $ 6,379,224 $ 3,648,766 $ 3,584,317 $13,612,307 $ 141,779 (121) — — (54,007) 476,779 1,339,627 3,866,088 14,334 6,353 — 775,873 775,873 — (712,234) (1,104,573) (3,108,978) Redeemable Non- Controlling Interests in Consolidated En(cid:2)(cid:2)es 2,049,682 7,981 — (1,292,171) Non- Controlling Interests in Blackstone Holdings — 7,981 — — Total Equity En(cid:2)(cid:2)es — — — — — — Deferred Tax Eﬀects Resul(cid:2)ng from Acquisi(cid:2)on of Ownership Interests from Non-Controlling Interest Holders Equity-Based Compensa(cid:2)on Net Delivery of Vested Blackstone Holdings Partnership — — — — 5,016 101,200 Units and Shares of Common Stock 1,853,730 970,995 (10,613) Repurchase of Shares of Common Stock and Blackstone Holdings Partnership Units Change in Blackstone Inc.’s Ownership Interest Conversion of Blackstone Holdings Partnership Units to (8,100,000) — (4,650,000) — (325,214) (23,270) Shares of Common Stock 3,621,809 14,248,328 25,192 — — — — — — 23,706 131,501 — — (12,821) — (236,686) 83,614 — — 103,443 — Reclassiﬁca(cid:2)ons Resul(cid:2)ng from Conversion to a Corpora(cid:2)on Balance at December 31, 2019 (660,588,369) 660,588,369 (6,335,897) — $ — 671,157,692 $ 7 7 6,335,890 — $6,428,647 $ 609,625 $ — — — — — — — — (3,115) — (3,115) 28,722 232,701 — — — 182,809 28,722 415,510 (23,434) — (6) (23,440) (561,900) 60,344 — — — (60,344) (561,900) — 128,635 — (128,635) — — — (28,495) $ 7,009,784 $ 4,186,069 $ 3,819,548 $15,015,401 $ — — — — — — — — — — — 87,651 (a) Following the conversion to a corpora(cid:2)on, 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. A(cid:7)er ini(cid:2)al issuance, there have been no changes to the amounts related to Series I and Series II preferred stock during the period presented. See notes to consolidated ﬁnancial statements. con(cid:2)nued… 162 Blackstone Inc. Consolidated Statement of Changes in Equity (Dollars in Thousands, Except Share Data) Shares of Blackstone Inc. (a) Common Stock Blackstone Inc. (a) Common Stock Addi(cid:2)onal Paid-in- Capital $6,428,647 $ Retained Earnings (Deﬁcit) 609,625 $ Accumulated Other Compre- hensive Income (Loss) (28,495) $ 7,009,784 $ 4,186,069 $ 3,819,548 $15,015,401 $ Non- Controlling Interests in Consolidated En(cid:2)(cid:2)es Non- Controlling Interests in Blackstone Holdings Total Stockholders’ Equity Total Equity Redeemable Non- Controlling Interests in Consolidated En(cid:2)(cid:2)es Balance at December 31, 2019 671,157,692 $ Transfer Out Due to Deconsolida(cid:2)on of Fund En(cid:2)(cid:2)es Net Income (Loss) Currency Transla(cid:2)on Adjustment Capital Contribu(cid:2)ons Capital Distribu(cid:2)ons Transfer of Non-Controlling Interests in Consolidated En(cid:2)(cid:2)es Deferred Tax Eﬀects Resul(cid:2)ng from Acquisi(cid:2)on of Ownership Interests from Non-Controlling Interest Holders Equity-Based Compensa(cid:2)on Net Delivery of Vested Blackstone Holdings Partnership Units and Shares of Common Stock Repurchase of Shares of Common Stock and Blackstone Holdings Partnership Units Change in Blackstone Inc.’s Ownership Interest Conversion of Blackstone Holdings Partnership Units to Shares of Common Stock Balance at December 31, 2020 — — — — — — — — 2,905,220 (8,969,237) — 18,781,869 683,875,544 $ 7 — — — — — — — — — — — — 7 — — — — — — — 1,045,363 — — (1,319,226) — — — 12,664 — — — — 1,045,363 12,664 — (1,319,226) — (216,339) 217,117 — 600,222 (738,899) (6,013) — 1,012,924 10,535 5,265 (1,071,614) — (216,339) 2,275,404 23,199 605,487 (3,129,739) (6,013) 23,327 250,850 (30,899) (474,006) 10,476 123,710 — — — — — — — — — — — — 23,327 250,850 (30,899) (474,006) 10,476 123,710 — — — — — — — 188,683 23,327 439,533 (7) — (10,476) (123,710) (30,906) (474,006) — — $6,332,105 $ 335,762 $ (15,831) $ 6,652,043 $ 4,042,157 $ 3,831,148 $14,525,348 $ 87,651 — (13,898) — — (8,592) — — — — — — — 65,161 (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. See notes to consolidated ﬁnancial statements. con(cid:2)nued… 163 Blackstone Inc. Consolidated Statement of Changes in Equity (Dollars in Thousands, Except Share Data) Shares of Blackstone Inc. (a) Blackstone Inc. (a) Balance at December 31, 2020 Net Income Currency Transla(cid:2)on Adjustment Capital Contribu(cid:2)ons Capital Distribu(cid:2)ons Transfer of Non-Controlling Interests in Consolidated En(cid:2)(cid:2)es Deferred Tax Eﬀects Resul(cid:2)ng from Acquisi(cid:2)on of Ownership Interests from Non-Controlling Interest Holders Equity-Based Compensa(cid:2)on Net Delivery of Vested Blackstone Holdings Partnership Units and Repurchase of Shares of Common Stock and Blackstone Holdings Partnership Units Change in Blackstone Inc.’s Ownership Interest Conversion of Blackstone Holdings Partnership Units to Shares of Common Stock Balance at December 31, 2021 Common Stock 683,875,544 $ — — — — — Common Stock Retained Earnings (Deﬁcit) Addi(cid:2)onal Paid-in- Capital 7 $ 6,332,105 $ — — — — — 335,762 $ — 5,857,397 — — — — — (2,545,374) — — — — — — 58,788 369,517 (10,268,444) — — (1,216,654) 10,494 — 26,749,962 — 296,597 Accumulated Other Compre- hensive Income (Loss) (15,831) $ 6,652,043 5,857,397 Total Stockholders’ Equity Non- Controlling Interests in Consolidated En(cid:2)(cid:2)es Non- Controlling Interests in Blackstone Holdings $ 4,042,157 $ 3,831,148 $ 14,525,348 $ 1,625,306 4,886,552 12,369,255 (5,814) (2,019) 10,187 1,291,125 (5,957,515) (2,994) (3,795) — — 1,280,938 (2,545,374) (1,344,754) (2,067,387) — Total Equity (2,994) — (3,795) — — — — Redeemable Non- Controlling Interests in Consolidated En(cid:2)(cid:2)es — — — — — — — — — — — — 58,788 369,517 (56,120) (1,216,654) 10,494 — — — 263,082 58,788 632,599 — — — — (56,120) — (10,494) (1,216,654) — 296,597 — (296,597) — 65,161 5,740 — — (2,873) — — — — — — — 704,339,774 $ 7 $ 5,794,727 $ 3,647,785 $ (19,626) $ 9,422,893 $ 5,600,653 $ 6,614,472 $ 21,638,018 $ 68,028 Shares of Common Stock 3,982,712 — (56,120) (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. See notes to consolidated ﬁnancial statements. 164 Blackstone Inc. Consolidated Statements of Cash Flows (Dollars in Thousands) Opera(cid:2)ng Ac(cid:2)vi(cid:2)es Net Income Adjustments to Reconcile Net Income to Net Cash Provided by Opera(cid:2)ng Ac(cid:2)vi(cid:2)es Blackstone Funds Related Net Realized Gains on Investments Changes in Unrealized (Gains) Losses on Investments Non-Cash Performance Alloca(cid:2)ons Non-Cash Performance Alloca(cid:2)ons and Incen(cid:2)ve Fee Compensa(cid:2)on Equity-Based Compensa(cid:2)on Expense Amor(cid:2)za(cid:2)on of Intangibles Other Non-Cash Amounts Included in Net Income Cash Flows Due to Changes in Opera(cid:2)ng Assets and Liabili(cid:2)es Cash Relinquished with Deconsolida(cid:2)on of Fund En(cid:2)(cid:2)es Accounts Receivable Due from Aﬃliates Other Assets Accrued Compensa(cid:2)on and Beneﬁts Securi(cid:2)es Sold, Not Yet Purchased Accounts Payable, Accrued Expenses and Other Liabili(cid:2)es Repurchase Agreements Due to Aﬃliates Investments Purchased Cash Proceeds from Sale of Investments Net Cash Provided by Opera(cid:2)ng Ac(cid:2)vi(cid:2)es Inves(cid:2)ng Ac(cid:2)vi(cid:2)es Purchase of Furniture, Equipment and Leasehold Improvements Net Cash Paid for Acquisi(cid:2)ons, Net of Cash Acquired Net Cash Used in Inves(cid:2)ng Ac(cid:2)vi(cid:2)es Financing Ac(cid:2)vi(cid:2)es Year Ended December 31, 2020 2021 2019 $12,374,995 $ 2,261,506 $ 3,865,967 (6,949,544) (2,468,801) (2,242,227) 54,244 (1,748,824) (324,448) 384,393 (1,126,332) (8,675,246) 715,587 1,234,455 6,159,529 417,092 438,341 637,441 71,053 74,871 70,999 (448,241) 58,854 (77,849) — 288,306 (1,124,667) (4,792) (257,544) 70,053 (402,488) (22,704) (1,692,562) (1,077,195) (26,840) 119,906 (77,310) 32,415 — (237,751) (451,302) (50,017) (382,120) (72,645) (324,358) (68,084) (5,250) (7,439,964) (7,179,951) (8,537,874) 11,971,409 9,242,426 10,645,243 3,985,988 1,935,945 1,963,107 (22,418) 152,209 (18,828) 81,922 (64,316) — (64,316) (111,650) (55,170) (166,820) (60,280) — (60,280) Distribu(cid:2)ons to Non-Controlling Interest Holders in Consolidated En(cid:2)(cid:2)es Contribu(cid:2)ons from Non-Controlling Interest Holders in Consolidated En(cid:2)(cid:2)es Payments Under Tax Receivable Agreement Net Se(cid:3)lement of Vested Common Stock and Repurchase of Common Stock and (1,347,631) 1,275,211 (51,366) (747,491) 581,077 (73,881) (765,849) 764,863 (84,640) Blackstone Holdings Partnership Units (1,272,774) (504,912) (585,340) See notes to consolidated ﬁnancial statements. con(cid:2)nued… 165 Blackstone Inc. Consolidated Statements of Cash Flows (Dollars in Thousands) Year Ended December 31, 2020 2021 2019 Financing Ac(cid:2)vi(cid:2)es (Con(cid:2)nued) Proceeds from Loans Payable Repayment and Repurchase of Loans Payable Dividends/Distribu(cid:2)ons to Shareholders and Unitholders Net Cash Used in Financing Ac(cid:2)vi(cid:2)es $ 2,222,544 $ — 888,636 $ 1,549,732 (403,401) (4,602,574) (2,385,576) (2,396,744) (3,776,590) (2,244,036) (1,921,379) (1,889) Eﬀect of Exchange Rate Changes on Cash and Cash Equivalents and Cash Held by Blackstone Funds and Other (9,806) 15,716 (2,958) Cash and Cash Equivalents and Cash Held by Blackstone Funds and Other Net Increase (Decrease) Beginning of Period End of Period Supplemental Disclosure of Cash Flows Informa(cid:2)on Payments for Interest Payments for Income Taxes Supplemental Disclosure of Non-Cash Inves(cid:2)ng and Financing Ac(cid:2)vi(cid:2)es Non-Cash Contribu(cid:2)ons from Non-Controlling Interest Holders Non-Cash Distribu(cid:2)ons to Non-Controlling Interest Holders Notes Issuance Costs Transfer of Interests to Non-Controlling Interest Holders Change in Blackstone Inc.’s Ownership Interest Net Se(cid:3)lement of Vested Common Stock Conversion of Blackstone Holdings Units to Common Stock Acquisi(cid:2)on of Ownership Interests from Non-Controlling Interest Holders Deferred Tax Asset Due to Aﬃliates Equity 135,276 (21,510) 2,064,456 2,523,651 2,545,161 $ 2,199,732 $ 2,064,456 $ 2,523,651 (459,195) $ $ $ $ $ $ $ $ $ 194,166 $ 176,620 $ 167,458 700,690 $ 209,182 $ 159,302 11,647 $ 19,202 $ 10,078 — $ — $ 16,991 $ 8,273 $ (392) — (2,994) $ (6,013) $ (3,115) 10,494 $ 10,476 $ 60,344 219,558 $ 123,478 $ 102,028 296,597 $ 123,710 $ 128,635 $ (807,309) $ (242,282) $ (149,513) $ $ 748,521 $ 218,955 $ 120,791 58,788 $ 23,327 $ 28,722 The following table provides a reconcilia(cid:2)on of Cash and Cash Equivalents and Cash Held by Blackstone Funds and Other reported within the Consolidated Statements of Financial Condi(cid:2)on: Cash and Cash Equivalents Cash Held by Blackstone Funds and Other See notes to consolidated ﬁnancial statements. December 31, 2021 December 31, 2020 $ 2,119,738 $ 1,999,484 64,972 $ 2,199,732 $ 2,064,456 79,994 166 Blackstone Inc. Notes to Consolidated Financial Statements (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) 1. Organiza(cid:2)on Blackstone Inc., together with its consolidated subsidiaries (“Blackstone” or the “Company”), is one of the world’s leading investment ﬁrms. Blackstone’s asset management business includes investment vehicles focused on real estate, private equity, infrastructure, life sciences, growth equity, credit, real assets and secondary funds, all on a global basis. “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, Hedge Fund Solu(cid:2)ons and Credit & Insurance. Eﬀec(cid:2)ve August 6, 2021, The Blackstone Group Inc. changed its name to Blackstone Inc. Blackstone Inc. was ini(cid:2)ally formed as The Blackstone Group L.P., a Delaware limited partnership, on March 12, 2007. Prior to its conversion (eﬀec(cid:2)ve July 1, 2019) to a Delaware corpora(cid:2)on (the “Conversion”), 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”). Eﬀec(cid:2)ve February 26, 2021, the Cer(cid:2)ﬁcate of Incorpora(cid:2)on of Blackstone Inc. was amended and restated to rename Blackstone’s Class A common stock as “common stock” and reclassify Blackstone’s Class B common stock and Class C common stock into a new Series I preferred stock and a new Series II preferred stock, respec(cid:2)vely. All references to common stock, Series I preferred stock and Series II preferred stock prior to such date refer to Class A, Class B and Class C common stock, respec(cid:2)vely. See Note 15. “Income Taxes” and Note 16. “Earnings Per Share and Stockholders’ Equity — Stockholders’ Equity.” The ac(cid:2)vi(cid:2)es 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. (collec(cid:2)vely, “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 (cid:2)mes each year, exchange their limited partnership interests (“Partnership Units”) for Blackstone common stock, on a one-to-one basis, exchanging one Partnership Unit from each of the Holding Partnerships for one share of Blackstone common stock. 2. Summary of Signiﬁcant Accoun(cid:2)ng Policies Basis of Presenta(cid:2)on The accompanying consolidated ﬁnancial statements of Blackstone have been prepared in accordance with accoun(cid:2)ng principles generally accepted in the United States of America (“GAAP”). The consolidated ﬁnancial statements include the accounts of Blackstone, its wholly owned or majority-owned subsidiaries, the consolidated en(cid:2)(cid:2)es which are considered to be variable interest en(cid:2)(cid:2)es and for which Blackstone is considered the primary beneﬁciary, and certain partnerships or similar en(cid:2)(cid:2)es which are not considered variable interest en(cid:2)(cid:2)es but in which the general partner is determined to have control. All intercompany balances and transac(cid:2)ons have been eliminated in consolida(cid:2)on. Restructurings within consolidated collateralized loan obliga(cid:2)ons (“CLOs”) are treated as investment purchases or sales, as applicable, in the Consolidated Statements of Cash Flows. COVID-19 and Global Economic Market Condi(cid:2)ons The impact of the novel coronavirus (“COVID-19”) pandemic has rapidly evolved around the globe, causing disrup(cid:2)on in the U.S. and global economies. Although the global economy began reopening in 2021 and robust economic ac(cid:2)vity has supported a con(cid:2)nued recovery, the emergence of new variants has contributed to setbacks 167 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) to the recovery in the U.S. and abroad. The es(cid:2)mates and assump(cid:2)ons underlying these consolidated ﬁnancial statements are based on the informa(cid:2)on available as of December 31, 2021 for the current period and as of December 31, 2020, as applicable. The es(cid:2)mates and assump(cid:2)ons include judgments about ﬁnancial market and economic condi(cid:2)ons which have changed, and may con(cid:2)nue to change, over (cid:2)me. Use of Es(cid:2)mates The prepara(cid:2)on of the consolidated ﬁnancial statements in accordance with GAAP requires management to make es(cid:2)mates that aﬀect the amounts reported in the consolidated ﬁnancial statements and accompanying notes. Management believes that es(cid:2)mates u(cid:2)lized in the prepara(cid:2)on of the consolidated ﬁnancial statements are prudent and reasonable. Such es(cid:2)mates include those used in the valua(cid:2)on of investments and ﬁnancial instruments, the measurement of deferred tax balances (including valua(cid:2)on allowances) and the accoun(cid:2)ng for Goodwill and equity-based compensa(cid:2)on. Actual results could diﬀer from those es(cid:2)mates and such diﬀerences could be material. Consolida(cid:2)on Blackstone consolidates all en(cid:2)(cid:2)es that it controls through a majority vo(cid:2)ng 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 substan(cid:2)ve kick-out rights or par(cid:2)cipa(cid:2)ng 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. In addi(cid:2)on, Blackstone consolidates all variable interest en(cid:2)(cid:2)es (“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 ac(cid:2)vi(cid:2)es of a VIE that most signiﬁcantly impact the en(cid:2)ty’s economic performance and (b) the obliga(cid:2)on to absorb losses of the en(cid:2)ty or the right to receive beneﬁts from the en(cid:2)ty that could poten(cid:2)ally be signiﬁcant to the VIE. The consolida(cid:2)on guidance requires an analysis to determine (a) whether an en(cid:2)ty in which Blackstone holds a variable interest is a VIE and (b) whether Blackstone’s involvement, through holding interests directly or indirectly in the en(cid:2)ty 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 (cid:2)me it becomes involved with a variable interest en(cid:2)ty and con(cid:2)nuously reconsiders that conclusion. In determining whether Blackstone is the primary beneﬁciary, Blackstone evaluates its control rights as well as economic interests in the en(cid:2)ty held either directly or indirectly by Blackstone. The consolida(cid:2)on analysis can generally be performed qualita(cid:2)vely; however, if it is not readily apparent that Blackstone is not the primary beneﬁciary, a quan(cid:2)ta(cid:2)ve analysis may also be performed. Investments and redemp(cid:2)ons (either by Blackstone, aﬃliates of Blackstone or third par(cid:2)es) or amendments to the governing documents of the respec(cid:2)ve Blackstone Funds could aﬀect an en(cid:2)ty’s status as a VIE or the determina(cid:2)on of the primary beneﬁciary. At each repor(cid:2)ng 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 se(cid:3)le obliga(cid:2)ons of the consolidated VIE and liabili(cid:2)es 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 sec(cid:2)on in the Consolidated Statements of Financial Condi(cid:2)on. Blackstone’s other disclosures regarding VIEs are discussed in Note 9. “Variable Interest En(cid:2)(cid:2)es.” 168 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) Revenue Recogni(cid:2)on Revenues primarily consist of management and advisory fees, incen(cid:2)ve fees, investment income, interest and dividend revenue and other. Management and advisory fees and incen(cid:2)ve fees are accounted for as contracts with customers. Under the guidance for contracts with customers, an en(cid:2)ty is required to (a) iden(cid:2)fy the contract(s) with a customer, (b) iden(cid:2)fy the performance obliga(cid:2)ons in the contract, (c) determine the transac(cid:2)on price, (d) allocate the transac(cid:2)on price to the performance obliga(cid:2)ons in the contract, and (e) recognize revenue when (or as) the en(cid:2)ty sa(cid:2)sﬁes a performance obliga(cid:2)on. In determining the transac(cid:2)on price, an en(cid:2)ty may include variable considera(cid:2)on only to the extent that it is probable that a signiﬁcant reversal in the amount of cumula(cid:2)ve revenue recognized would not occur when the uncertainty associated with the variable considera(cid:2)on is resolved. See Note 20. “Segment Repor(cid:2)ng” for a disaggregated presenta(cid:2)on of revenues from contracts with customers. Management and Advisory Fees, Net — Management and Advisory Fees, Net are comprised of management fees, including base management fees, transac(cid:2)on and other fees and advisory fees net of management fee reduc(cid:2)ons and oﬀsets. Blackstone earns base management fees from its customers at a ﬁxed percentage of a calcula(cid:2)on base which is typically assets under management, net asset value, gross asset value, total assets, commi(cid:3)ed capital or invested capital. Blackstone iden(cid:2)ﬁes its customers on a fund by fund basis in accordance with the terms and circumstances of the individual fund. Generally the customer is iden(cid:2)ﬁed as the investors in its managed funds and investment vehicles, but for certain widely held funds or vehicles, the fund or vehicle itself may be iden(cid:2)ﬁed as the customer. These customer contracts require Blackstone to provide investment management services, which represents a performance obliga(cid:2)on that Blackstone sa(cid:2)sﬁes over (cid:2)me. Management fees are a form of variable considera(cid:2)on because the fees Blackstone is en(cid:2)tled to vary based on ﬂuctua(cid:2)ons 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. Transac(cid:2)on, advisory and other fees are principally fees charged to the investors of funds indirectly through the managed funds and por(cid:6)olio 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 reduc(cid:2)ons”) by an amount equal to a por(cid:2)on of the transac(cid:2)on and other fees paid to Blackstone by the por(cid:6)olio companies. The amount of the reduc(cid:2)on varies by fund, the type of fee paid by the por(cid:6)olio company and the previously incurred expenses of the fund. These fees and associated management fee reduc(cid:2)ons are a component of the transac(cid:2)on price for Blackstone’s performance obliga(cid:2)on to provide investment management services to the investors of funds and are recognized as changes to the transac(cid:2)on price in the period in which they are charged and the services are performed. Management fee oﬀsets are reduc(cid:2)ons 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 situa(cid:2)ons where Blackstone is ac(cid:2)ng 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 situa(cid:2)ons, Blackstone is primarily responsible for fulﬁlling the services and is therefore ac(cid:2)ng as a principal for those arrangements. As a result, the cost of those services is presented as Compensa(cid:2)on or General, Administra(cid:2)ve 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 amor(cid:2)zed over the life of the customer contract, are recorded within Other Assets in the Consolidated Statements of Financial Condi(cid:2)on and amor(cid:2)za(cid:2)on is recorded within General, Administra(cid:2)ve and Other within the Consolidated Statements of Opera(cid:2)ons. 169 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) Accrued but unpaid Management and Advisory Fees, net of management fee reduc(cid:2)ons and management fee oﬀsets, as of the repor(cid:2)ng date are included in Accounts Receivable or Due from Aﬃliates in the Consolidated Statements of Financial Condi(cid:2)on. Incen(cid:2)ve Fees — Contractual fees earned based on the performance of Blackstone Funds (“Incen(cid:2)ve Fees”) are a form of variable considera(cid:2)on in Blackstone’s contracts with customers to provide investment management services. Incen(cid:2)ve Fees are earned based on fund performance during the period, subject to the achievement of minimum return levels, or high water marks, in accordance with the respec(cid:2)ve terms set out in each fund’s governing agreements. Incen(cid:2)ve Fees will not be recognized as revenue un(cid:2)l (a) it is probable that a signiﬁcant reversal in the amount of cumula(cid:2)ve revenue recognized will not occur, or (b) the uncertainty associated with the variable considera(cid:2)on is subsequently resolved. Incen(cid:2)ve Fees are typically recognized as revenue when realized at the end of the measurement period. Once realized, such fees are not subject to clawback or reversal. Accrued but unpaid Incen(cid:2)ve Fees charged directly to investors in Blackstone Funds as of the repor(cid:2)ng date are recorded within Due from Aﬃliates in the Consolidated Statements of Financial Condi(cid:2)on. Investment Income (Loss) — Investment Income (Loss) represents the unrealized and realized gains and losses on Blackstone’s Performance Alloca(cid:2)ons and Principal Investments. In carry fund structures Blackstone, through its subsidiaries, invests alongside its limited partners in a partnership and is en(cid:2)tled to its pro-rata share of the results of the fund (a “pro-rata alloca(cid:2)on”). In addi(cid:2)on to a pro-rata alloca(cid:2)on, and assuming certain investment returns are achieved, Blackstone is en(cid:2)tled to a dispropor(cid:2)onate alloca(cid:2)on of the income otherwise allocable to the limited partners, commonly referred to as carried interest (“Performance Alloca(cid:2)ons”). Performance Alloca(cid:2)ons are made to the general partner based on cumula(cid:2)ve fund performance to date, subject to a preferred return to limited partners. At the end of each repor(cid:2)ng period, Blackstone calculates the balance of accrued Performance Alloca(cid:2)ons (“Accrued Performance Alloca(cid:2)ons”) 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, irrespec(cid:2)ve of whether such amounts have been realized. As the fair value of underlying investments varies between repor(cid:2)ng periods, it is necessary to make adjustments to amounts recorded as Accrued Performance Alloca(cid:2)ons to reﬂect either (a) posi(cid:2)ve performance resul(cid:2)ng in an increase in the Accrued Performance Alloca(cid:2)on to the general partner or (b) nega(cid:2)ve performance that would cause the amount due to Blackstone to be less than the amount previously recognized as revenue, resul(cid:2)ng in a nega(cid:2)ve adjustment to the Accrued Performance Alloca(cid:2)on to the general partner. In each scenario, it is necessary to calculate the Accrued Performance Alloca(cid:2)on on cumula(cid:2)ve results compared to the Accrued Performance Alloca(cid:2)on recorded to date and make the required posi(cid:2)ve or nega(cid:2)ve adjustments. Blackstone ceases to record nega(cid:2)ve Performance Alloca(cid:2)ons once previously Accrued Performance Alloca(cid:2)ons for such fund have been fully reversed. Blackstone is not obligated to pay guaranteed returns or hurdles, and therefore, cannot have nega(cid:2)ve Performance Alloca(cid:2)ons over the life of a fund. Accrued Performance Alloca(cid:2)ons as of the repor(cid:2)ng date are reﬂected in Investments in the Consolidated Statements of Financial Condi(cid:2)on. Performance Alloca(cid:2)ons are realized when an underlying investment is proﬁtably disposed of and the fund’s cumula(cid:2)ve returns are in excess of the preferred return or, in limited instances, a(cid:7)er certain thresholds for return of capital are met. Performance Alloca(cid:2)ons are subject to clawback to the extent that the Performance Alloca(cid:2)on received to date exceeds the amount due to Blackstone based on cumula(cid:2)ve results. As such, the accrual for poten(cid:2)al repayment of previously received Performance Alloca(cid:2)ons, which is a component of Due to Aﬃliates, represents all amounts previously distributed to Blackstone Holdings and non-controlling interest holders that 170 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) 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 repor(cid:2)ng date. The actual clawback liability, however, generally does not become realized un(cid:2)l the end of a fund’s life except for certain funds, including certain Blackstone real estate funds, mul(cid:2)-asset class investment funds and credit-focused funds, which may have an interim clawback liability. 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 alloca(cid:2)ons, its equity method investments, and other principal investments. Income (Loss) on Principal Investments is realized when Blackstone redeems all or a por(cid:2)on of its investment or when Blackstone receives cash income, such as dividends or distribu(cid:2)ons. 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 (cid:2)me an investment is realized. Interest and Dividend Revenue — Interest and Dividend Revenue comprises primarily interest and dividend income earned on principal investments not accounted for under the equity method held by Blackstone. Other Revenue — Other Revenue consists of miscellaneous income and foreign exchange gains and losses arising on transac(cid:2)ons denominated in currencies other than U.S. dollars. Fair Value of Financial Instruments GAAP establishes a hierarchical disclosure framework which priori(cid:2)zes 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 characteris(cid:2)cs speciﬁc to the ﬁnancial instrument and the state of the marketplace, including the existence and transparency of transac(cid:2)ons between market par(cid:2)cipants. Financial instruments with readily available quoted prices in ac(cid:2)ve 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 determina(cid:2)on of fair values, as follows: • Level I — Quoted prices are available in ac(cid:2)ve markets for iden(cid:2)cal ﬁnancial instruments as of the repor(cid:2)ng date. The types of ﬁnancial instruments in Level I include listed equi(cid:2)es, listed deriva(cid:2)ves and mutual funds with quoted prices. Blackstone does not adjust the quoted price for these investments, even in situa(cid:2)ons where Blackstone holds a large posi(cid:2)on and a sale could reasonably impact the quoted price. • Level II — Pricing inputs are other than quoted prices in ac(cid:2)ve markets, which are either directly or indirectly observable as of the repor(cid:2)ng date, and fair value is determined through the use of models or other valua(cid:2)on methodologies. Financial instruments which are generally included in this category include corporate bonds and loans, including corporate bonds and loans held within CLO vehicles, government and agency securi(cid:2)es, less liquid and restricted equity securi(cid:2)es, and certain over-the-counter deriva(cid:2)ves where the fair value is based on observable inputs. Senior and subordinated notes issued by CLO vehicles are classiﬁed within Level II of the fair value hierarchy. • Level III — Pricing inputs are unobservable for the ﬁnancial instruments and includes situa(cid:2)ons where there is li(cid:3)le, if any, market ac(cid:2)vity for the ﬁnancial instrument. The inputs into the determina(cid:2)on of fair value require signiﬁcant management judgment or es(cid:2)ma(cid:2)on. Financial instruments that are included in this category generally include general and limited partnership interests in private equity and real estate funds, credit-focused funds, distressed debt and non-investment grade residual interests in securi(cid:2)za(cid:2)ons, certain corporate bonds and loans held within CLO vehicles, and certain over-the-counter deriva(cid:2)ves where the fair value is based on unobservable inputs. 171 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) In certain cases, the inputs used to measure fair value may fall into diﬀerent levels of the fair value hierarchy. In such cases, the determina(cid:2)on 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 par(cid:2)cular input to the fair value measurement in its en(cid:2)rety requires judgment and considers factors speciﬁc to the ﬁnancial instrument. Level II Valua(cid:2)on Techniques Financial instruments classiﬁed within Level II of the fair value hierarchy comprise debt instruments, including certain corporate loans and bonds held by Blackstone’s consolidated CLO vehicles and debt securi(cid:2)es sold, not yet purchased. Certain equity securi(cid:2)es and deriva(cid:2)ve instruments valued using observable inputs are also classiﬁed as Level II. The valua(cid:2)on techniques used to value ﬁnancial instruments classiﬁed within Level II of the fair value hierarchy are as follows: • Debt Instruments and Equity Securi(cid:2)es are valued on the basis of prices from an orderly transac(cid:2)on between market par(cid:2)cipants provided by reputable dealers or pricing services. In determining the value of a par(cid:2)cular investment, pricing services may use certain informa(cid:2)on with respect to transac(cid:2)ons in such investments, quota(cid:2)ons from dealers, pricing matrices and market transac(cid:2)ons in comparable investments and various rela(cid:2)onships between investments. The valua(cid:2)on of certain equity securi(cid:2)es is based on an observable price for an iden(cid:2)cal security adjusted for the eﬀect of a restric(cid:2)on. • Freestanding Deriva(cid:2)ves are valued using contractual cash ﬂows and observable inputs comprising yield curves, foreign currency rates and credit spreads. • Senior and subordinate notes issued by CLO vehicles are classiﬁed based on the more observable fair value of CLO assets less (a) the fair value of any beneﬁcial interests held by Blackstone, and (b) the carrying value of any beneﬁcial interests that represent compensa(cid:2)on for services. Level III Valua(cid:2)on Techniques In the absence of observable market prices, Blackstone values its investments using valua(cid:2)on methodologies applied on a consistent basis. For some investments li(cid:3)le market ac(cid:2)vity may exist; management’s determina(cid:2)on of fair value is then based on the best informa(cid:2)on available in the circumstances, and may incorporate management’s own assump(cid:2)ons and involves a signiﬁcant degree of judgment, taking into considera(cid:2)on a combina(cid:2)on 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 opera(cid:2)ng companies, real estate proper(cid:2)es, certain funds of hedge funds and credit-focused investments. Real Estate Investments — The fair values of real estate investments are determined by considering projected opera(cid:2)ng cash ﬂows, sales of comparable assets, if any, and replacement costs among other measures. The methods used to es(cid:2)mate the fair value of real estate investments include the discounted cash ﬂow method and/or capitaliza(cid:2)on rates analysis. Valua(cid:2)ons may be derived by reference to observable valua(cid:2)on measures for comparable companies or assets (for example, mul(cid:2)plying a key performance metric of the investee company or asset, such as EBITDA, by a relevant valua(cid:2)on mul(cid:2)ple observed in the range of comparable companies or transac(cid:2)ons), adjusted by management for diﬀerences between the investment and the referenced comparables, and in some instances by reference to op(cid:2)on pricing models or other similar methods. Where a discounted cash ﬂow method is used, a terminal value is derived by reference to an exit EBITDA mul(cid:2)ple or capitaliza(cid:2)on rate. Addi(cid:2)onally, where applicable, projected distributable cash ﬂow through debt maturity will be considered in support of the investment’s fair value. 172 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) Private Equity Investments — The fair values of private equity investments are determined by reference to projected net earnings, earnings before interest, taxes, deprecia(cid:2)on and amor(cid:2)za(cid:2)on (“EBITDA”), the discounted cash ﬂow method, public market or private transac(cid:2)ons, valua(cid:2)ons for comparable companies and other measures which, in many cases, are based on unaudited informa(cid:2)on at the (cid:2)me received. Valua(cid:2)ons may be derived by reference to observable valua(cid:2)on measures for comparable companies or transac(cid:2)ons (for example, mul(cid:2)plying a key performance metric of the investee company such as EBITDA by a relevant valua(cid:2)on mul(cid:2)ple observed in the range of comparable companies or transac(cid:2)ons), adjusted by management for diﬀerences between the investment and the referenced comparables, and in some instances by reference to op(cid:2)on pricing models or other similar methods. Where a discounted cash ﬂow method is used, a terminal value is derived by reference to EBITDA or price/earnings exit mul(cid:2)ples. Credit-Focused Investments — The fair values of credit-focused investments are generally determined on the basis of prices between market par(cid:2)cipants provided by reputable dealers or pricing services. For credit-focused investments that are not publicly traded or whose market prices are not readily available, Blackstone may u(cid:2)lize other valua(cid:2)on techniques, including the discounted cash ﬂow method or a market approach. The discounted cash ﬂow method projects the expected cash ﬂows of the debt instrument based on contractual terms, and discounts such cash ﬂows back to the valua(cid:2)on date using a market-based yield. The market-based yield is es(cid:2)mated using yields of publicly traded debt instruments issued by companies opera(cid:2)ng in similar industries as the subject investment, with similar leverage sta(cid:2)s(cid:2)cs and (cid:2)me to maturity. The market approach is generally used to determine the enterprise value of the issuer of a credit investment, and considers valua(cid:2)on mul(cid:2)ples of comparable companies or transac(cid:2)ons. The resul(cid:2)ng 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 es(cid:2)mate a recovery value in the event of a restructuring. Investments, at Fair Value The Blackstone Funds are accounted for as investment companies under the American Ins(cid:2)tute of Cer(cid:2)ﬁed Public Accountants Accoun(cid:2)ng and Audi(cid:2)ng Guide, Investment Companies, and in accordance with the GAAP guidance on investment companies and reﬂect their investments, including majority-owned and controlled investments (the “Por(cid:6)olio Companies”), at fair value. Such consolidated funds’ investments are reﬂected in Investments on the Consolidated Statements of Financial Condi(cid:2)on at fair value, with unrealized gains and losses resul(cid:2)ng from changes in fair value reﬂected as a component of Net Gains from Fund Investment Ac(cid:2)vi(cid:2)es in the Consolidated Statements of Opera(cid:2)ons. Fair value is the amount that would be received to sell an asset or paid to transfer a liability, in an orderly transac(cid:2)on between market par(cid:2)cipants at the measurement date, at current market condi(cid:2)ons (i.e., the exit price). Blackstone’s principal investments are presented at fair value with unrealized apprecia(cid:2)on or deprecia(cid:2)on and realized gains and losses recognized in the Consolidated Statements of Opera(cid:2)ons within Investment Income (Loss). For certain instruments, Blackstone has elected the fair value op(cid:2)on. Such elec(cid:2)on is irrevocable and is applied on an investment by investment basis at ini(cid:2)al recogni(cid:2)on. Blackstone has applied the fair value op(cid:2)on for certain loans and receivables, unfunded loan commitments and certain investments in private debt securi(cid:2)es 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 Consolidated Statements of Opera(cid:2)ons. Interest income on interest bearing loans and receivables and debt securi(cid:2)es on which the fair value op(cid:2)on has been elected is based on stated coupon rates adjusted for the accre(cid:2)on of purchase discounts and the amor(cid:2)za(cid:2)on of purchase premiums. This interest income is recorded within Interest and Dividend Revenue. 173 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) Blackstone has elected the fair value op(cid:2)on for the assets of consolidated CLO vehicles. As permi(cid:3)ed under GAAP, Blackstone measures the liabili(cid:2)es of 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 compensa(cid:2)on for services) and Blackstone’s carrying value of any beneﬁcial interests that represent compensa(cid:2)on for services. As a result of this measurement alterna(cid:2)ve, there is no a(cid:3)ribu(cid:2)on of amounts to Non-Controlling Interests for consolidated CLO vehicles. Assets of the consolidated CLOs are presented within Investments within the Consolidated Statements of Financial Condi(cid:2)on and Liabili(cid:2)es within Loans Payable for the amounts due to unaﬃliated third par(cid:2)es and Due to Aﬃliates for the amounts held by non-consolidated aﬃliates. Changes in the fair value of consolidated CLO assets and liabili(cid:2)es and related interest, dividend and other income are presented within Net Gains from Fund Investment Ac(cid:2)vi(cid:2)es. Expenses of consolidated CLO vehicles are presented in Fund Expenses. Blackstone has elected the fair value op(cid:2)on for certain proprietary investments that would otherwise have been accounted for using the equity method of accoun(cid:2)ng. The fair value of such investments is based on quoted prices in an ac(cid:2)ve market or using the discounted cash ﬂow method. Changes in fair value are recognized in Investment Income (Loss) in the Consolidated Statements of Opera(cid:2)ons. Further disclosure on instruments for which the fair value op(cid:2)on has been elected is presented in Note 7. “Fair Value Op(cid:2)on.” 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 es(cid:2)mate 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 ins(cid:2)tu(cid:2)on of gates on redemp(cid:2)ons or the suspension of redemp(cid:2)ons or an ability to side pocket investments, at the discre(cid:2)on of the investee’s fund manager, and as a result, investments may not be redeemable at, or within three months of, the repor(cid:2)ng 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 restric(cid:2)on. Redemp(cid:2)ons are generally not permi(cid:3)ed un(cid:2)l the investments within a side pocket are liquidated or it is deemed that the condi(cid:2)ons exis(cid:2)ng at the (cid:2)me that required the investment to be included in the side pocket no longer exist. As the (cid:2)ming of either of these events is uncertain, the (cid:2)ming at which Blackstone may redeem an investment held in a side pocket cannot be es(cid:2)mated. 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 transac(cid:2)ons are recorded on a trade date basis. Blackstone may elect to measure certain proprietary investments in equity securi(cid:2)es without readily determinable fair values under the measurement alterna(cid:2)ve, which reﬂects cost less impairment, with adjustments in value resul(cid:2)ng from observable price changes arising from orderly transac(cid:2)ons of the same or a similar security from the same issuer. If the measurement alterna(cid:2)ve elec(cid:2)on is not made, the equity security is measured at fair value. The measurement alterna(cid:2)ve elec(cid:2)on is made on an instrument by instrument basis. 174 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) Equity Method Investments Investments in which Blackstone is deemed to exert signiﬁcant inﬂuence, but not control, are accounted for using the equity method of accoun(cid:2)ng except in cases where the fair value op(cid:2)on 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 include both a propor(cid:2)onate and dispropor(cid:2)onate alloca(cid:2)on of the proﬁts and losses (as is the case with carry funds that include a Performance Alloca(cid:2)on), are accounted for under the equity method. Under the equity method of accoun(cid:2)ng, Blackstone’s share of earnings (losses) from equity method investments is included in Investment Income (Loss) in the Consolidated Statements of Opera(cid:2)ons. In cases where Blackstone’s equity method investments provide for a dispropor(cid:2)onate alloca(cid:2)on of the proﬁts and losses (as is the case with carry funds that include a Performance Alloca(cid:2)on), Blackstone’s share of earnings (losses) from equity method investments is determined using a balance sheet approach referred to as the hypothe(cid:2)cal liquida(cid:2)on at book value (“HLBV”) method. Under the HLBV method, at the end of each repor(cid:2)ng period Blackstone calculates the Accrued Performance Alloca(cid:2)ons 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, irrespec(cid:2)ve of whether such amounts have been realized. As the fair value of underlying investments varies between repor(cid:2)ng periods, it is necessary to make adjustments to amounts recorded as Accrued Performance Alloca(cid:2)ons to reﬂect either (a) posi(cid:2)ve performance resul(cid:2)ng in an increase in the Accrued Performance Alloca(cid:2)on to the general partner, or (b) nega(cid:2)ve performance that would cause the amount due to Blackstone to be less than the amount previously recognized as revenue, resul(cid:2)ng in a nega(cid:2)ve adjustment to the Accrued Performance Alloca(cid:2)on to the general partner. In each scenario, it is necessary to calculate the Accrued Performance Alloca(cid:2)on on cumula(cid:2)ve results compared to the Accrued Performance Alloca(cid:2)on recorded to date and make the required posi(cid:2)ve or nega(cid:2)ve adjustments. Blackstone ceases to record nega(cid:2)ve Performance Alloca(cid:2)ons once previously Accrued Performance Alloca(cid:2)ons for such fund have been fully reversed. Blackstone is not obligated to pay guaranteed returns or hurdles, and therefore, cannot have nega(cid:2)ve Performance Alloca(cid:2)ons over the life of a fund. The carrying amounts of equity method investments are reﬂected in Investments in the Consolidated Statements of Financial Condi(cid:2)on. Strategic Partners’ results presented in Blackstone’s 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 ac(cid:2)vity in the current quarter. Current quarter market ac(cid:2)vity of Strategic Partners’ underlying investments is expected to aﬀect Blackstone’s reported results in upcoming periods. Eﬀec(cid:2)ve September 30, 2021, Strategic Partners’ fund ﬁnancial repor(cid:2)ng process was updated to report the performance of underlying fund investments generally on a same-quarter basis, if available. Previously, such fund ﬁnancial repor(cid:2)ng in Strategic Partners’ fund ﬁnancial statements generally reported on a three month lag. This update to Strategic Partners’ fund ﬁnancial repor(cid:2)ng process has permi(cid:3)ed Strategic Partners’ apprecia(cid:2)on to be reported in Blackstone’s ﬁnancial statements on a more current basis. As a result of the repor(cid:2)ng process change, for the year ended December 31, 2021, Strategic Partners’ results presented in Blackstone’s ﬁnancial statements reﬂect the market ac(cid:2)vity of ﬁve quarters. Cash and Cash Equivalents Cash and Cash Equivalents represents cash on hand, cash held in banks, money market funds and liquid investments with original maturi(cid:2)es of three months or less. Interest income from cash and cash equivalents is recorded in Interest and Dividend Revenue in the Consolidated Statements of Opera(cid:2)ons. 175 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) Cash Held by Blackstone Funds and Other Cash Held by Blackstone Funds and Other represents cash and cash equivalents held by consolidated Blackstone Funds and other consolidated en(cid:2)(cid:2)es. Such amounts are not available to fund the general liquidity needs of Blackstone. Accounts Receivable Accounts Receivable includes management fees receivable from limited partners, receivables from underlying funds in the fund of hedge funds business, placement and advisory fees receivables, receivables rela(cid:2)ng to unse(cid:3)led sale transac(cid:2)ons and loans extended to unaﬃliated third par(cid:2)es. Accounts Receivable, excluding those for which the fair value op(cid:2)on has been elected, are assessed periodically for collectability. Amounts determined to be uncollec(cid:2)ble are charged directly to General, Administra(cid:2)ve and Other Expenses in the Consolidated Statements of Opera(cid:2)ons. Intangibles and Goodwill Blackstone’s intangible assets consist of contractual rights to earn future fee income, including management and advisory fees, Incen(cid:2)ve Fees and Performance Alloca(cid:2)ons. Iden(cid:2)ﬁable ﬁnite-lived intangible assets are amor(cid:2)zed on a straight-line basis over their es(cid:2)mated useful lives, ranging from three to twenty years, reﬂec(cid:2)ng the contractual lives of such assets. Amor(cid:2)za(cid:2)on expense is included within General, Administra(cid:2)ve and Other in the Consolidated Statements of Opera(cid:2)ons. Intangible assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. Goodwill comprises goodwill arising from the contribu(cid:2)on and reorganiza(cid:2)on of Blackstone’s predecessor en(cid:2)(cid:2)es in 2007 immediately prior to its ini(cid:2)al public oﬀering (“IPO”) and the acquisi(cid:2)ons of GSO Capital Partners LP in 2008, Strategic Partners in 2013, Harvest Fund Advisors LLC (“Harvest”) in 2017, Clarus Ventures LLC (“Clarus”) in 2018 and DCI LLC (“DCI”) in 2020. Goodwill is reviewed for impairment at least annually u(cid:2)lizing a qualita(cid:2)ve or quan(cid:2)ta(cid:2)ve approach, and more frequently if circumstances indicate impairment may have occurred. The impairment tes(cid:2)ng for goodwill under the qualita(cid:2)ve approach is based ﬁrst on a qualita(cid:2)ve assessment to determine if it is more likely than not that the fair value of Blackstone’s opera(cid:2)ng segments is less than their respec(cid:2)ve carrying values. The opera(cid:2)ng segments are considered the repor(cid:2)ng units for tes(cid:2)ng the impairment of goodwill. If it is determined that it is more likely than not that an opera(cid:2)ng segment’s fair value is less than its carrying value or when the quan(cid:2)ta(cid:2)ve approach is used, an impairment loss is recognized to the extent by which the carrying value exceeds the fair value, not to exceed the total amount of goodwill allocated to that repor(cid:2)ng unit. Furniture, Equipment and Leasehold Improvements Furniture, equipment and leasehold improvements consist primarily of leasehold improvements, furniture, ﬁxtures and equipment, computer hardware and so(cid:7)ware and are recorded at cost less accumulated deprecia(cid:2)on and amor(cid:2)za(cid:2)on. Deprecia(cid:2)on and amor(cid:2)za(cid:2)on are calculated using the straight-line method over the assets’ es(cid:2)mated useful economic lives, which for leasehold improvements are the lesser of the lease term or the life of the asset, generally ten to ﬁ(cid:7)een years, and three to seven years for other ﬁxed assets. Blackstone evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. 176 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) Foreign Currency In the normal course of business, Blackstone may enter into transac(cid:2)ons not denominated in United States dollars. Foreign exchange gains and losses arising on such transac(cid:2)ons are recorded as Other Revenue in the Consolidated Statements of Opera(cid:2)ons. Foreign currency transac(cid:2)on gains and losses arising within consolidated Blackstone Funds are recorded in Net Gains (Losses) from Fund Investment Ac(cid:2)vi(cid:2)es. In addi(cid:2)on, Blackstone consolidates a number of en(cid:2)(cid:2)es that have a non-U.S. dollar func(cid:2)onal currency. Non-U.S. dollar denominated assets and liabili(cid:2)es are translated to U.S. dollars at the exchange rate prevailing at the repor(cid:2)ng date and income, expenses, gains and losses are translated at the prevailing exchange rate on the dates that they were recorded. Cumula(cid:2)ve transla(cid:2)on adjustments arising from the transla(cid:2)on of non-U.S. dollar denominated opera(cid:2)ons are recorded in Other Comprehensive Income and allocated to Non-Controlling Interests in Consolidated En(cid:2)(cid:2)es and Non-Controlling Interests in Blackstone Holdings, as applicable. Comprehensive Income Comprehensive Income consists of Net Income and Other Comprehensive Income. Blackstone’s Other Comprehensive Income is comprised of foreign currency cumula(cid:2)ve transla(cid:2)on adjustments. Non-Controlling Interests in Consolidated En(cid:2)(cid:2)es Non-Controlling Interests in Consolidated En(cid:2)(cid:2)es represent the component of Equity in general partner en(cid:2)(cid:2)es and consolidated Blackstone Funds held by third party investors and employees. The percentage interests in consolidated Blackstone Funds held by third par(cid:2)es and employees is adjusted for general partner alloca(cid:2)ons and by subscrip(cid:2)ons and redemp(cid:2)ons in funds of hedge funds and certain credit-focused funds which occur during the repor(cid:2)ng period. Income (Loss) and other comprehensive income, if applicable, arising from the respec(cid:2)ve en(cid:2)(cid:2)es is allocated to non-controlling interests in consolidated en(cid:2)(cid:2)es based on the rela(cid:2)ve ownership interests of third party investors and employees a(cid:7)er considering any contractual arrangements that govern the alloca(cid:2)on of income (loss) such as fees allocable to Blackstone Inc. Redeemable Non-Controlling Interests in Consolidated En(cid:2)(cid:2)es Non-controlling interests related to funds of hedge funds are subject to annual, semi-annual or quarterly redemp(cid:2)on by investors in these funds following the expira(cid:2)on of a speciﬁed period of (cid:2)me, or may be withdrawn subject to a redemp(cid:2)on fee during the period when capital may not be withdrawn. As limited partners in these types of funds have been granted redemp(cid:2)on rights, amounts rela(cid:2)ng to third party interests in such consolidated funds are presented as Redeemable Non-Controlling Interests in Consolidated En(cid:2)(cid:2)es within the Consolidated Statements of Financial Condi(cid:2)on. When redeemable amounts become legally payable to investors, they are classiﬁed as a liability and included in Accounts Payable, Accrued Expenses and Other Liabili(cid:2)es in the Consolidated Statements of Financial Condi(cid:2)on. For all consolidated funds in which redemp(cid:2)on rights have not been granted, non-controlling interests are presented within Equity in the Consolidated Statements of Financial Condi(cid:2)on as Non-Controlling Interests in Consolidated En(cid:2)(cid:2)es. 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 a(cid:3)ributable to the Holdings Partnerships, is a(cid:3)ributable to Non-Controlling Interests in Blackstone Holdings. This residual a(cid:3)ribu(cid:2)on is based on the year to date average percentage of Blackstone Holdings Partnership Units and unvested par(cid:2)cipa(cid:2)ng Holdings Partnership Units held by Blackstone personnel and others who are limited partners of the Blackstone Holdings Partnerships. Unvested par(cid:2)cipa(cid:2)ng Holdings Partnership Units are excluded from the a(cid:3)ribu(cid:2)on in periods of loss as they are not contractually obligated to share in losses of the Holdings Partnerships. 177 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) Compensa(cid:2)on and Beneﬁts Compensa(cid:2)on and Beneﬁts — Compensa(cid:2)on — Compensa(cid:2)on consists of (a) salary and bonus, and beneﬁts paid and payable to employees and senior managing directors and (b) equity-based compensa(cid:2)on associated with the grants of equity-based awards to employees and senior managing directors. Compensa(cid:2)on cost rela(cid:2)ng to the issuance of equity-based awards to senior managing directors and employees is measured at fair value at the grant date, and expensed over the ves(cid:2)ng period on a straight-line basis, taking into considera(cid:2)on expected forfeitures, except in the case of (a) equity-based awards that do not require future service, which are expensed immediately, and (b) certain awards to recipients that meet criteria making them eligible for re(cid:2)rement (allowing such recipient to keep a percentage of those awards upon departure from Blackstone a(cid:7)er becoming eligible for re(cid:2)rement), for which the expense for the por(cid:2)on of the award that would be retained in the event of re(cid:2)rement is either expensed immediately or amor(cid:2)zed to the re(cid:2)rement date. Cash se(cid:3)led equity-based awards and awards se(cid:3)led in a variable number of shares are classiﬁed as liabili(cid:2)es and are remeasured at the end of each repor(cid:2)ng period. Compensa(cid:2)on and Beneﬁts — Incen(cid:2)ve Fee Compensa(cid:2)on — Incen(cid:2)ve Fee Compensa(cid:2)on consists of compensa(cid:2)on paid based on Incen(cid:2)ve Fees. Compensa(cid:2)on and Beneﬁts — Performance Alloca(cid:2)ons Compensa(cid:2)on — Performance Alloca(cid:2)on Compensa(cid:2)on consists of compensa(cid:2)on paid based on Performance Alloca(cid:2)ons (which may be distributed in cash or in-kind). Such compensa(cid:2)on expense is subject to both posi(cid:2)ve and nega(cid:2)ve adjustments. Unlike Performance Alloca(cid:2)ons, compensa(cid:2)on expense is based on the performance of individual investments held by a fund rather than on a fund by fund basis. These amounts may also include alloca(cid:2)ons of investment income from Blackstone’s principal investments, to senior managing directors and employees par(cid:2)cipa(cid:2)ng in certain proﬁt sharing ini(cid:2)a(cid:2)ves. Other Income Net Gains (Losses) from Fund Investment Ac(cid:2)vi(cid:2)es in the Consolidated Statements of Opera(cid:2)ons include net realized gains (losses) from realiza(cid:2)ons and sales of investments, the net change in unrealized gains (losses) resul(cid:2)ng from changes in the fair value of investments and interest income and expense and dividends a(cid:3)ributable to the consolidated Blackstone Funds’ investments. Expenses incurred by consolidated Blackstone funds are separately presented within Fund Expenses in the Consolidated Statements of Opera(cid:2)ons. Other Income also includes amounts a(cid:3)ributable to the Reduc(cid:2)on of the Tax Receivable Agreement Liability. See Note 15. “Income Taxes — Other Income — Change in the Tax Receivable Agreement Liability” for addi(cid:2)onal informa(cid:2)on. Income Taxes Blackstone Inc. is a corpora(cid:2)on for U.S. federal income tax purposes and thus is subject to U.S. federal, state and local income taxes on Blackstone’s share of taxable income. The Blackstone Holdings Partnerships and certain of their subsidiaries operate in the U.S. as partnerships for U.S. federal income tax purposes and generally as corporate en(cid:2)(cid:2)es in non-U.S. jurisdic(cid:2)ons. Accordingly, these en(cid:2)(cid:2)es in some cases are subject to New York City unincorporated business taxes or non-U.S. income taxes. In addi(cid:2)on, certain of the wholly owned subsidiaries of Blackstone and the Blackstone Holdings Partnerships will be subject to federal, state and local corporate income taxes at the en(cid:2)ty level and the related tax provision a(cid:3)ributable to Blackstone’s share of this income tax is reﬂected in the Consolidated Financial Statements. 178 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) Income taxes are accounted for using the asset and liability method of accoun(cid:2)ng. Under this method, deferred tax assets and liabili(cid:2)es are recognized for the expected future tax consequences of diﬀerences between the carrying amounts of assets and liabili(cid:2)es and their respec(cid:2)ve tax basis, using tax rates in eﬀect for the year in which the diﬀerences are expected to reverse. The eﬀect on deferred assets and liabili(cid:2)es of a change in tax rates is recognized in income in the period when the change is enacted. Deferred tax assets are reduced by a valua(cid:2)on allowance when it is more likely than not that some por(cid:2)on or all of the deferred tax assets will not be realized. Current and deferred tax liabili(cid:2)es are recorded within Accounts Payable, Accrued Expenses and Other Liabili(cid:2)es in the Consolidated Statements of Financial Condi(cid:2)on. Blackstone uses the ﬂow-through method to account for investment tax credits. Under this method, the investment tax credits are recognized as a reduc(cid:2)on to income tax expense. Blackstone analyzes its tax ﬁling posi(cid:2)ons in all of the U.S. federal, state, local and foreign tax jurisdic(cid:2)ons where it is required to ﬁle income tax returns, as well as for all open tax years in these jurisdic(cid:2)ons. Blackstone records unrecognized tax beneﬁts on the basis of a two-step process: (a) determina(cid:2)on is made whether it is more likely than not that the tax posi(cid:2)ons will be sustained based on the technical merits of the posi(cid:2)on and (b) those tax posi(cid:2)ons that meet the more likely than not threshold are recognized as the largest amount of tax beneﬁt that is greater than 50 percent likely to be realized upon ul(cid:2)mate se(cid:3)lement with the related tax authority. Blackstone recognizes interest and penal(cid:2)es rela(cid:2)ng to unrecognized tax beneﬁts in Provision (Beneﬁt) for Taxes within the Consolidated Statement of Opera(cid:2)ons. Net Income (Loss) Per Share of Common Stock Basic Income (Loss) Per Share of Common Stock is calculated by dividing Net Income (Loss) A(cid:3)ributable to Blackstone Inc. by the weighted-average shares of common stock, unvested par(cid:2)cipa(cid:2)ng 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 un(cid:2)l future periods. Diluted Income (Loss) Per Share of Common Stock reﬂects the impact of all dilu(cid:2)ve securi(cid:2)es. Unvested par(cid:2)cipa(cid:2)ng shares of common stock are excluded from the computa(cid:2)on in periods of loss as they are not contractually obligated to share in losses Blackstone applies the treasury stock method to determine the dilu(cid:2)ve weighted-average common shares outstanding for certain equity-based compensa(cid:2)on awards. Blackstone applies the “if-converted” method to the Blackstone Holdings Partnership Units to determine the dilu(cid:2)ve impact, if any, of the exchange right included in the Blackstone Holdings Partnership Units. Reverse Repurchase and Repurchase Agreements Securi(cid:2)es purchased under agreements to resell (“reverse repurchase agreements”) and securi(cid:2)es sold under agreements to repurchase (“repurchase agreements”), comprised primarily of U.S. and non-U.S. government and agency securi(cid:2)es, asset-backed securi(cid:2)es and corporate debt, represent collateralized ﬁnancing transac(cid:2)ons. Such transac(cid:2)ons are recorded in the Consolidated Statements of Financial Condi(cid:2)on 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 ne(cid:8)ng agreements and collateral arrangements with counterpar(cid:2)es 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 obliga(cid:2)ons. 179 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) Blackstone takes possession of securi(cid:2)es purchased under reverse repurchase agreements and is permi(cid:3)ed to repledge, deliver or otherwise use such securi(cid:2)es. Blackstone also pledges its ﬁnancial instruments to counterpar(cid:2)es to collateralize repurchase agreements. Financial instruments pledged that can be repledged, delivered or otherwise used by the counterparty are recorded in Investments in the Consolidated Statements of Financial Condi(cid:2)on. Addi(cid:2)onal disclosures rela(cid:2)ng to repurchase agreements are discussed in Note 10. “Repurchase Agreements.” Blackstone does not oﬀset assets and liabili(cid:2)es rela(cid:2)ng to reverse repurchase agreements and repurchase agreements in its Consolidated Statements of Financial Condi(cid:2)on. Addi(cid:2)onal disclosures rela(cid:2)ng to oﬀse(cid:8)ng are discussed in Note 12. “Oﬀse(cid:8)ng of Assets and Liabili(cid:2)es.” Securi(cid:2)es Sold, Not Yet Purchased Securi(cid:2)es Sold, Not Yet Purchased consist of equity and debt securi(cid:2)es 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. Securi(cid:2)es Sold, Not Yet Purchased are recorded at fair value in the Consolidated Statements of Financial Condi(cid:2)on. Deriva(cid:2)ve Instruments Blackstone recognizes all deriva(cid:2)ves as assets or liabili(cid:2)es on its Consolidated Statements of Financial Condi(cid:2)on at fair value. On the date Blackstone enters into a deriva(cid:2)ve contract, it designates and documents each deriva(cid:2)ve contract as one of the following: (a) a hedge of a recognized asset or liability (“fair value hedge”), (b) a hedge of a forecasted transac(cid:2)on 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 opera(cid:2)on, or (d) a deriva(cid:2)ve instrument not designated as a hedging instrument (“freestanding deriva(cid:2)ve”). For freestanding deriva(cid:2)ve contracts, Blackstone presents changes in fair value in current period earnings. Changes in the fair value of deriva(cid:2)ve instruments held by consolidated Blackstone Funds are reﬂected in Net Gains from Fund Investment Ac(cid:2)vi(cid:2)es or, where deriva(cid:2)ve instruments are held by Blackstone, within Investment Income (Loss) in the Consolidated Statements of Opera(cid:2)ons. The fair value of freestanding deriva(cid:2)ve assets of the consolidated Blackstone Funds are recorded within Investments, the fair value of freestanding deriva(cid:2)ve assets that are not part of the consolidated Blackstone Funds are recorded within Other Assets and the fair value of freestanding deriva(cid:2)ve liabili(cid:2)es are recorded within Accounts Payable, Accrued Expenses and Other Liabili(cid:2)es in the Consolidated Statements of Financial Condi(cid:2)on. Blackstone has elected to not oﬀset deriva(cid:2)ve assets and liabili(cid:2)es or ﬁnancial assets in its Consolidated Statements of Financial Condi(cid:2)on, including cash, that may be received or paid as part of collateral arrangements, even when an enforceable master ne(cid:8)ng 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 obliga(cid:2)ons. Blackstone’s other disclosures regarding deriva(cid:2)ve ﬁnancial instruments are discussed in Note 6. “Deriva(cid:2)ve Financial Instruments.” Blackstone’s disclosures regarding oﬀse(cid:8)ng are discussed in Note 12. “Oﬀse(cid:8)ng of Assets and Liabili(cid:2)es.” 180 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) Leases Blackstone determines if an arrangement is a lease at incep(cid:2)on of the arrangement. Blackstone primarily enters into opera(cid:2)ng leases, as the lessee, for oﬃce space. Opera(cid:2)ng leases are included in Right-of-Use (“ROU”) Assets and Opera(cid:2)ng Lease Liabili(cid:2)es in the Consolidated Statement of Financial Condi(cid:2)on. ROU Assets and Opera(cid:2)ng Lease Liabili(cid:2)es are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Blackstone determines the present value of the lease payments using an incremental borrowing rate based on informa(cid:2)on available at the incep(cid:2)on date. Leases may include op(cid:2)ons to extend or terminate the lease which are included in the ROU Assets and Opera(cid:2)ng Lease Liability when they are reasonably certain of exercise. Certain leases include lease and nonlease components, which are accounted for as one single lease component. Occupancy lease agreements, in addi(cid:2)on to contractual rent payments, generally include addi(cid:2)onal payments for certain costs incurred by the landlord, such as building expenses and u(cid:2)li(cid:2)es. To the extent these are ﬁxed or determinable, they are included as part of the minimum lease payments used to measure the Opera(cid:2)ng Lease Liability. Opera(cid:2)ng lease expense associated with minimum lease payments is recognized on a straight-line basis over the lease term. When addi(cid:2)onal payments are based on usage or vary based on other factors, they are expensed when incurred as variable lease expense. Minimum lease payments for leases with an ini(cid:2)al term of twelve months or less are not recorded on the Consolidated Statement of Financial Condi(cid:2)on. Blackstone recognizes lease expense for these leases on a straight-line basis over the lease term. Addi(cid:2)onal disclosures rela(cid:2)ng to leases are discussed in Note 14. “Leases.” Aﬃliates Blackstone considers its Founder, senior managing directors, employees, the Blackstone Funds and the Por(cid:6)olio Companies to be aﬃliates. Dividends Dividends are reﬂected in the consolidated ﬁnancial statements when declared. 3. Goodwill and Intangible Assets The carrying value of Goodwill was $1.9 billion as of December 31, 2021 and 2020, respec(cid:2)vely. At December 31, 2021 and 2020, Blackstone determined there was no evidence of Goodwill impairment. At December 31, 2021, Goodwill has been allocated to each of Blackstone’s four segments as follows: Real Estate ($421.7 million), Private Equity ($870.0 million), Hedge Fund Solu(cid:2)ons ($172.1 million), and Credit & Insurance ($426.4 million). At December 31, 2020, Goodwill had been allocated to each of Blackstone’s four segments as follows: Real Estate ($421.7 million), Private Equity ($870.0 million), Hedge Fund Solu(cid:2)ons ($172.1 million), and Credit & Insurance ($437.7 million). Intangible Assets, Net consists of the following: Finite-Lived Intangible Assets/Contractual Rights Accumulated Amor(cid:2)za(cid:2)on Intangible Assets, Net December 31, 2021 2020 $ 1,745,376 $ 1,734,076 (1,460,992) (1,386,121) 347,955 284,384 $ $ 181 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) Changes in Blackstone’s Intangible Assets, Net consists of the following: Year Ended December 31, 2020 2021 2019 Balance, Beginning of Year Amor(cid:2)za(cid:2)on Expense Acquisi(cid:2)ons (a) Balance, End of Year $ 347,955 $ 397,508 $ 468,507 (70,999) — $ 284,384 $ 347,955 $ 397,508 (71,053) 21,500 (74,871) 11,300 (a) In December 2020, Blackstone acquired DCI, a San Francisco based systema(cid:2)c credit investment ﬁrm. Provisional amounts of Intangible Assets and Goodwill for the acquisi(cid:2)on of DCI were reported for the year ended December 31, 2020, which resulted in a $21.5 million increase in Intangible Assets. During the year ended December 31, 2021, Blackstone obtained addi(cid:2)onal informa(cid:2)on needed to iden(cid:2)fy and measure the acquired assets, which resulted in a $11.3 million increase in Intangible Assets. Intangible Assets related to the DCI acquisi(cid:2)on are primarily comprised of contractual rights to earn future fee income. Amor(cid:2)za(cid:2)on of Intangible Assets held at December 31, 2021 is expected to be $67.1 million, $38.1 million, $30.5 million, $30.5 million and $30.4 million for each of the years ending December 31, 2022, 2023, 2024, 2025 and 2026, respec(cid:2)vely. Blackstone’s Intangible Assets as of December 31, 2021 are expected to amor(cid:2)ze over a weighted-average period of 7.2 years. 4. Investments Investments consist of the following: Investments of Consolidated Blackstone Funds Equity Method Investments Partnership Investments Accrued Performance Alloca(cid:2)ons Corporate Treasury Investments Other Investments December 31, 2021 2020 $ 2,018,829 $ 1,455,008 5,635,212 17,096,873 658,066 3,256,063 4,353,234 6,891,262 2,579,716 337,922 $28,665,043 $15,617,142 Blackstone’s share of Investments of Consolidated Blackstone Funds totaled $375.8 million and $198.3 million at December 31, 2021 and December 31, 2020, respec(cid:2)vely. Where appropriate, the accoun(cid:2)ng for Blackstone’s investments incorporates the changes in fair value of those investments as determined under GAAP. The signiﬁcant inputs and assump(cid:2)ons 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.” 182 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) Investments of Consolidated Blackstone Funds The following table presents the Realized and Net Change in Unrealized Gains (Losses) on investments held by the consolidated Blackstone Funds and a reconcilia(cid:2)on to Other Income (Loss) — Net Gains (Losses) from Fund Investment Ac(cid:2)vi(cid:2)es in the Consolidated Statements of Opera(cid:2)ons: Realized Gains (Losses) Net Change in Unrealized Losses Realized and Net Change in Unrealized Gains from Consolidated Blackstone Funds Interest and Dividend Revenue A(cid:3)ributable to Consolidated Blackstone Funds Other Income — Net Gains from Fund Investment Ac(cid:2)vi(cid:2)es Year Ended December 31, 2020 2021 2019 $ 145,305 $(126,397) $ 15,983 60,363 109,445 (66,034) 125,428 96,576 157,401 $ 461,624 $ 30,542 $ 282,829 289,938 435,243 26,381 Equity Method Investments Blackstone’s equity method investments include Partnership Investments, which represent the pro-rata investments, and any associated Accrued Performance Alloca(cid:2)ons, in Blackstone Funds, excluding any equity method investments for which the fair value op(cid:2)on has been elected. Prior to January 26, 2021, Partnership Investments also included the 40% non-controlling interest in Pátria Investments Limited and Pátria Inves(cid:2)mentos Ltda. (collec(cid:2)vely, “Pátria”). On January 26, 2021, Pátria completed its IPO, pursuant to which Blackstone sold a por(cid:2)on of its interests and no longer has representa(cid:2)ves or the right to designate representa(cid:2)ves on Pátria’s board of directors. As a result of Pátria’s pre-IPO reorganiza(cid:2)on transac(cid:2)ons (which included Blackstone’s sale of 10% of Pátria’s pre-IPO shares to Pátria’s controlling shareholder) and the consumma(cid:2)on of the IPO, Blackstone was deemed to no longer have signiﬁcant inﬂuence over Pátria due to Blackstone’s decreased ownership and lack of board representa(cid:2)on. Following the IPO, the retained interest in Pátria is included in Other Investments and accounted for at fair value in accordance with the GAAP guidance for investments in equity securi(cid:2)es with a readily determinable fair value. Blackstone sold addi(cid:2)onal shares of Pátria during the three months ended September 30, 2021. Blackstone evaluates each of its equity method investments, excluding Accrued Performance Alloca(cid:2)ons, to determine if any were signiﬁcant as deﬁned by guidance from the United States Securi(cid:2)es and Exchange Commission (“SEC”). As of and for the years ended December 31, 2021, 2020 and 2019, no individual equity method investment held by Blackstone met the signiﬁcance criteria. As such, Blackstone is not required to present separate ﬁnancial statements for any of its equity method investments. Partnership Investments Blackstone recognized net gains related to its Partnership Investments accounted for under the equity method of $1.9 billion, $320.2 million and $455.8 million for the years ended December 31, 2021, 2020 and 2019, respec(cid:2)vely. 183 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) The summarized ﬁnancial informa(cid:2)on of Blackstone’s equity method investments for December 31, 2021 are as follows: Statement of Financial Condi(cid:2)on Assets Investments Other Assets Total Assets Liabili(cid:2)es and Equity Debt Other Liabili(cid:2)es Total Liabili(cid:2)es Equity Total Liabili(cid:2)es and Equity Real Estate December 31, 2021 and the Year Then Ended Hedge Fund Private Solu(cid:2)ons Equity Credit & Insurance Total $241,808,879 $175,726,829 $39,691,668 $68,426,090 $525,653,466 13,463,009 5,776,462 3,020,159 5,412,041 27,671,671 $255,271,888 $181,503,291 $42,711,827 $73,838,131 $553,325,137 6,999,032 $ 76,760,932 $ 20,434,354 $ 1,243,453 $30,792,984 $129,231,723 2,153,071 3,084,558 3,159,548 15,396,209 83,759,964 22,587,425 4,328,011 33,952,532 144,627,932 171,511,924 158,915,866 38,383,816 39,885,599 408,697,205 $255,271,888 $181,503,291 $42,711,827 $73,838,131 $553,325,137 Statement of Opera(cid:2)ons 5,651,194 Interest Income 7,056,829 Other Income (2,263,947) Interest Expense Other Expenses (9,625,832) Net Realized and Unrealized Gain from Investments 31,078,396 43,895,781 4,605,235 3,562,579 83,141,991 $ 30,294,295 $ 43,856,388 $ 4,612,145 $ 5,197,407 $ 83,960,235 Net Income 3,563 $ 2,584,486 $ 306,490 (427,459) (828,689) 1,422,743 $ 6,115,960 (1,475,065) (6,847,739) 1,640,402 $ 318,485 (331,350) (1,666,930) 315,894 (30,073) (282,474) $ 184 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) The summarized ﬁnancial informa(cid:2)on of Blackstone’s equity method investments for December 31, 2020 are as follows: Statement of Financial Condi(cid:2)on Assets Investments Other Assets Total Assets Liabili(cid:2)es and Equity Debt Other Liabili(cid:2)es Total Liabili(cid:2)es Equity Total Liabili(cid:2)es and Equity Statement of Opera(cid:2)ons Interest Income Other Income Interest Expense Other Expenses Net Realized and Unrealized Gain (Losses) from Investments Net Income (Loss) Real Estate Private Equity Hedge Fund Solu(cid:2)ons Credit & Insurance Other (a) Total December 31, 2020 and the Year Then Ended $140,317,595 $112,647,584 $32,829,525 $25,473,283 $ 2,650,267 3,047,256 2,088,882 $145,552,058 $115,297,851 $35,876,781 $27,562,165 $ 5,234,463 11,915 $311,279,902 95,798 13,116,666 107,713 $324,396,568 5,777,808 $ 29,962,733 $ 15,928,802 $ 886,292 $ 7,553,301 $ 1,657,846 3,320,551 1,216,354 35,740,541 17,586,648 4,206,843 8,769,655 109,811,517 97,711,203 31,669,938 18,792,510 $145,552,058 $115,297,851 $35,876,781 $27,562,165 $ — $ 54,331,128 48,275 12,020,834 48,275 66,351,962 59,438 258,044,606 107,713 $324,396,568 $ 608,120 $ 1,074,818 (1,006,311) (1,889,153) 1,083,534 $ 71,219 (345,060) (1,405,029) 22,157 $ 1,196,544 $ 323,577 283,250 (211,507) (68,887) (525,456) (225,384) — $ 115,504 — (53,292) 2,910,355 1,868,368 (1,631,765) (4,098,314) 5,150,127 3,937,601 $ 7,638,733 2,449,079 (1,965,087) 7,043,397 $ 2,460,215 $ (1,181,929) $ $ — 13,272,852 62,212 $ 12,321,496 (a) Other represents the summarized ﬁnancial informa(cid:2)on of equity method investments whose results, for segment repor(cid:2)ng purposes, have been allocated across more than one of Blackstone’s segments. 185 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) The summarized ﬁnancial informa(cid:2)on of Blackstone’s equity method investments for December 31, 2019 are as follows: Statement of Financial Condi(cid:2)on Assets Investments Other Assets Total Assets Liabili(cid:2)es and Equity Debt Other Liabili(cid:2)es Total Liabili(cid:2)es Equity Total Liabili(cid:2)es and Equity Statement of Opera(cid:2)ons Interest Income Other Income Interest Expense Other Expenses Net Realized and Unrealized Gain (Losses) from Investments Net Income Real Estate Private Equity Hedge Fund Solu(cid:2)ons Credit & Insurance Other (a) Total December 31, 2019 and the Year Then Ended $119,951,496 $ 99,906,080 $26,516,304 $25,923,446 $ 2,907,054 2,609,755 1,680,187 $125,270,239 $102,813,134 $29,126,059 $27,603,633 $ 5,318,743 849 $272,298,175 119,739 12,635,478 120,588 $284,933,653 6,575,483 $ 24,750,242 $ 12,399,899 $ 378,950 $ 6,687,654 $ 1,124,857 2,402,920 1,535,636 31,325,725 13,524,756 2,781,870 8,223,290 93,944,514 89,288,378 26,344,189 19,380,343 $125,270,239 $102,813,134 $29,126,059 $27,603,633 $ — $ 44,216,745 24,717 11,663,613 24,717 55,880,358 95,871 229,053,295 120,588 $284,933,653 $ 535,274 $ 1,422,711 (736,840) (1,465,212) 897,990 $ 46,126 (416,603) (1,011,584) 16,708 $ 1,252,747 $ 313,009 206,630 (250,261) (87,898) (470,033) (164,948) — $ 109,692 — (61,423) 2,702,719 2,098,168 (1,491,602) (3,173,200) 9,671,224 9,427,157 $ 9,233,285 1,700,722 8,749,214 $ 1,671,214 $ (456,651) 388,811 $ $ — 20,148,580 48,269 $ 20,284,665 (a) Other represents the summarized ﬁnancial informa(cid:2)on of equity method investments whose results, for segment repor(cid:2)ng purposes, have been allocated across more than one of Blackstone’s segments. Accrued Performance Alloca(cid:2)ons Accrued Performance Alloca(cid:2)ons to Blackstone were as follows: Accrued Performance Alloca(cid:2)ons, December 31, 2020 Performance Alloca(cid:2)ons as a Result of Changes in Fund Fair Real Estate Private Equity Hedge Fund Solu(cid:2)ons Credit & Insurance Total $ 3,033,462 $ 3,487,206 $ 42,293 $ 328,301 $ 6,891,262 Values Foreign Exchange Loss Fund Distribu(cid:2)ons Accrued Performance Alloca(cid:2)ons, December 31, 2021 (80,624) 7,079,185 6,283,749 — (1,560,269) (2,220,487) $ 8,471,754 $ 7,550,468 $ 560,207 — (146,095) 456,405 $ — 490,367 14,413,508 (80,624) (200,422) (4,127,273) 618,246 $17,096,873 186 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) Corporate Treasury Investments The por(cid:2)on of corporate treasury investments included in Investments represents Blackstone’s investments into primarily ﬁxed income securi(cid:2)es, mutual fund interests, and other fund interests. These strategies are managed by a combina(cid:2)on of Blackstone personnel and third party advisors. The following table presents the Realized and Net Change in Unrealized Gains (Losses) on these investments: Year Ended December 31, 2020 2021 2019 Realized Gains Net Change in Unrealized Gains (Losses) Other Investments $ 741 $ 44,700 $ 28,585 62,042 (91,299) $ 40,290 $ (46,599) $ 90,627 39,549 Other Investments consist of equity method investments where Blackstone has elected the fair value op(cid:2)on and other proprietary investment securi(cid:2)es held by Blackstone, including equity securi(cid:2)es carried at fair value, equity investments without readily determinable fair values, subordinated notes in non-consolidated CLO vehicles. On November 2, 2021, Blackstone acquired a 9.9% stake in the American Interna(cid:2)onal Group, Inc’s Life and Re(cid:2)rement (“AIG L&R”) business, a privately held insurance company, for $2.2 billion. Blackstone has elected to measure the investment at cost in accordance with the measurement alterna(cid:2)ve for equity securi(cid:2)es without a readily determinable fair value. Equity investments without a readily determinable fair value had a carrying value of $2.5 billion as of December 31, 2021, which included the investment in AIG L&R. In the period of acquisi(cid:2)on and upon remeasurement in connec(cid:2)on with an observable transac(cid:2)on, such investments are reported at fair value. See Note 8. “Fair Value Measurements of Financial Instruments” for addi(cid:2)onal detail. Upward adjustments related to investments held as of December 31, 2021 were $188.4 million during the year ended December 31, 2021, and $233.8 million on a cumula(cid:2)ve basis since the incep(cid:2)on of the investments. The following table presents Blackstone’s Realized and Net Change in Unrealized Gains (Losses) in Other Investments: Year Ended December 31, 2020 2021 2019 Realized Gains Net Change in Unrealized Gains (Losses) $ 163,199 $ 19,573 $ 46,248 21,450 $ 504,066 $ 16,926 $ 67,698 340,867 (2,647) 187 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (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 December 31, 2021 is presented below: Strategy (a) Diversiﬁed Instruments Credit Driven Equity Commodi(cid:2)es Redemp(cid:2)on Frequency (if currently eligible) (b) (c) (d) (e) Redemp(cid:2)on No(cid:2)ce Period (b) (c) (d) (e) $ Fair Value 33 21,438 364,639 1,002 $ 387,112 (a) As of December 31, 2021, Blackstone had no unfunded commitments. (b) Diversiﬁed Instruments include investments in funds that invest across mul(cid:2)ple strategies. Investments represen(cid:2)ng 100% of the fair value of the investments in this category may not be redeemed at, or within three months of, the repor(cid:2)ng date. (c) The Credit Driven category includes investments in hedge funds that invest primarily in domes(cid:2)c and interna(cid:2)onal bonds. Investments represen(cid:2)ng 82% of the fair value of the investments in this category are in liquida(cid:2)on. The remaining 18% of investments in this category may not be redeemed at, or within three months of, the repor(cid:2)ng date. (d) The Equity category includes investments in hedge funds that invest primarily in domes(cid:2)c and interna(cid:2)onal equity securi(cid:2)es. Investment represen(cid:2)ng 100% of the fair value of the investments in this category may not be redeemed at, or within three months of, the repor(cid:2)ng date. Investments represen(cid:2)ng less than 1% of the fair value of the investments in this category are in liquida(cid:2)on. As of the repor(cid:2)ng date, the investee fund manager had elected to side pocket less than 1% of Blackstone’s investments in the category. (e) The Commodi(cid:2)es category includes investments in commodi(cid:2)es-focused funds that primarily invest in futures and physical-based commodity driven strategies. Investments represen(cid:2)ng 100% of the fair value of the investments in this category may not be redeemed at, or within three months of, the repor(cid:2)ng date. 6. Deriva(cid:2)ve Financial Instruments Blackstone and the consolidated Blackstone Funds enter into deriva(cid:2)ve contracts in the normal course of business to achieve certain risk management objec(cid:2)ves and for general investment purposes. Blackstone may enter into deriva(cid:2)ve contracts in order to hedge its interest rate risk exposure against the eﬀects of interest rate changes. Addi(cid:2)onally, Blackstone may also enter into deriva(cid:2)ve contracts in order to hedge its foreign currency risk exposure against the eﬀects of a por(cid:2)on of its non-U.S. dollar denominated currency net investments. As a result of the use of deriva(cid:2)ve contracts, Blackstone and the consolidated Blackstone Funds are exposed to the risk that counterpar(cid:2)es will fail to fulﬁll their contractual obliga(cid:2)ons. To mi(cid:2)gate such counterparty risk, Blackstone and the consolidated Blackstone Funds enter into contracts with certain major ﬁnancial ins(cid:2)tu(cid:2)ons, all of which have investment grade ra(cid:2)ngs. Counterparty credit risk is evaluated in determining the fair value of deriva(cid:2)ve instruments. Freestanding Deriva(cid:2)ves Freestanding deriva(cid:2)ves 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 deriva(cid:2)ve contracts are not designated as hedging instruments for accoun(cid:2)ng purposes. Such contracts may include interest rate swaps, foreign exchange contracts, equity swaps, op(cid:2)ons, futures and other deriva(cid:2)ve contracts. 188 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) The table below summarizes the aggregate no(cid:2)onal amount and fair value of the deriva(cid:2)ve ﬁnancial instruments. The no(cid:2)onal amount represents the absolute value amount of all outstanding deriva(cid:2)ve contracts. Freestanding Deriva(cid:2)ves Blackstone Interest Rate Contracts Foreign Currency Contracts Credit Default Swaps Other Investments of Consolidated Blackstone Funds Foreign Currency Contracts Interest Rate Contracts Credit Default Swaps Total Return Swaps December 31, 2021 December 31, 2020 Assets Liabili(cid:2)es Assets Liabili(cid:2)es No(cid:2)onal Fair Value No(cid:2)onal Fair Value No(cid:2)onal Fair Value No(cid:2)onal Fair Value $ 609,132 $ 143,349 $ 692,442 $ 138,677 $ 684,320 $ 113,072 $ 862,887 $ 190,342 217,161 2,007 — 828,300 1,858 194 — 145,401 572,643 9,916 — 1,275,001 6,143 1,055 — 145,875 316,787 2,706 5,000 1,008,813 7,392 331 5,227 126,022 334,015 9,158 — 1,206,060 3,941 1,350 — 195,633 20,764 — 3,401 — 24,165 852,465 $ 339 — 321 — 660 146,061 $ 54,300 14,000 22,865 — 91,165 1,366,166 $ 370 764 799 — 1,933 147,808 $ — — 8,282 — 8,282 1,017,095 $ — — 542 — 542 126,564 $ 66,431 14,000 41,290 19,275 140,996 1,347,056 $ 2,651 1,485 1,558 2,125 7,819 203,452 $ The table below summarizes the impact to the Consolidated Statements of Opera(cid:2)ons from deriva(cid:2)ve ﬁnancial instruments: Year Ended December 31, 2020 2021 2019 Freestanding Deriva(cid:2)ves Realized Gains (Losses) Interest Rate Contracts Foreign Currency Contracts Credit Default Swaps Total Return Swaps Other Net Change in Unrealized Gains (Losses) Interest Rate Contracts Foreign Currency Contracts Credit Default Swaps Total Return Swaps Other $ $ 1,727 $ (1,152) (1,488) (1,254) (40) (2,207) (7,643) $ 1,105 (109) (1,875) 14 (8,508) (117,145) 89,702 1,231 608 (1,777) 1,112 (1,683) 2,130 57 (20) 93,532 (119,317) 91,325 $ (127,825) $ As of December 31, 2021, 2020 and 2019, Blackstone had not designated any deriva(cid:2)ves as cash ﬂow hedges. (3,570) 6,099 3,209 (908) (286) 4,544 50,431 (441) 3,400 1,296 (36) 54,650 59,194 189 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) 7. Fair Value Op(cid:2)on The following table summarizes the ﬁnancial instruments for which the fair value op(cid:2)on has been elected: December 31, 2021 2020 Assets Loans and Receivables Equity and Preferred Securi(cid:2)es Debt Securi(cid:2)es Liabili(cid:2)es Corporate Treasury Commitments $ 392,732 $ 516,539 183,877 581,079 532,790 448,352 $ 1,093,148 $ 1,562,221 $ 636 $ 244 The following table presents the Realized and Net Change in Unrealized Gains (Losses) on ﬁnancial instruments on which the fair value op(cid:2)on was elected: Assets Loans and Receivables Equity and Preferred Securi(cid:2)es Debt Securi(cid:2)es Assets of Consolidated CLO Vehicles (a) Corporate Loans Other 2021 Year Ended December 31, 2020 2019 Realized Gains (Losses) Net Change in Unrealized Gains (Losses) Realized Gains (Losses) Net Change in Unrealized Gains (Losses) Realized Gains (Losses) Net Change in Unrealized Gains (Losses) $ (11,661) $ 42,791 14,399 3,481 $ 53,157 (14,210) (10,314) $ (342) (22,783) (2,011) $ (67,869) 29,143 (4,595) $ 16,493 (7,139) (6,533) (2,331) 12,748 — — 45,529 $ $ — — (96,194) — 42,428 $ (129,633) $ (267,604) $ (226,542) (325) (29,191) — (24,432) $ 96,221 133 100,238 Liabili(cid:2)es Liabili(cid:2)es of Consolidated CLO Vehicles (a) Senior Secured Notes Subordinated Notes Corporate Treasury Commitments $ $ — $ — — — $ — $ — (383) (383) $ — $ — — — $ 199,445 $ 30,046 (244) 229,247 $ — $ — — — $ (40,050) 15,017 — (25,033) (a) During the year ended December 31, 2020, Blackstone deconsolidated nine CLO vehicles. See Note 9. “Variable Interest En(cid:2)(cid:2)es” for addi(cid:2)onal details. 190 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) The following table presents informa(cid:2)on for those ﬁnancial instruments for which the fair value op(cid:2)on was elected: Loans and Receivables Debt Securi(cid:2)es December 31, 2021 December 31, 2020 For Financial Assets Past Due (a) For Financial Assets Past Due (a) Excess (Deﬁciency) of Fair Value Over Principal Excess (Deﬁciency) of Fair Value Over Principal Excess (Deﬁciency) of Fair Value Over Principal Fair Value Fair Value $ $ (2,748) $ (29,475) (32,223) $ — $ — — $ — $ — — $ (7,807) $ (29,359) (37,166) $ Excess (Deﬁciency) of Fair Value Over Principal — — — — $ — — $ As of December 31, 2021 and 2020, no Loans and Receivables for which the fair value op(cid:2)on was elected were past due or in non-accrual status. 191 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (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 valua(cid:2)on of Blackstone’s ﬁnancial assets and liabili(cid:2)es by the fair value hierarchy: Assets Cash and Cash Equivalents Investments Investments of Consolidated Blackstone Funds Investment Funds Equity Securi(cid:2)es, Partnerships and LLC Interests Debt Instruments Freestanding Deriva(cid:2)ves Total Investments of Consolidated Blackstone Funds Corporate Treasury Investments Other Investments (a) Total Investments Accounts Receivable — Loans and Receivables Other Assets — Freestanding Deriva(cid:2)ves Liabili(cid:2)es Securi(cid:2)es Sold, Not Yet Purchased Accounts Payable, Accrued Expenses and Other Liabili(cid:2)es Level I Level II December 31, 2021 Level III NAV Total $ 173,408 $ — $ — $ — $ 173,408 — — — 122,068 1,170,362 70,484 29,953 242,393 642 — 660 — 365,121 1,200,315 71,126 570,712 477 86,877 478,892 210,752 2,518,032 636,895 1,146,585 3,718,824 392,732 — — 145,288 810,416 $ 1,291,873 $ 4,111,556 $ — 113 — — 18,365 18,365 363,902 1,726,816 272,988 660 382,267 2,018,829 658,066 4,845 3,212,521 387,112 5,889,416 392,732 145,401 387,112 $ 6,600,957 — — — 4,292 $ 23,557 $ — $ — $ 27,849 $ $ Consolidated Blackstone Funds — Freestanding Deriva(cid:2)ves Freestanding Deriva(cid:2)ves Corporate Treasury Commitments (b) Total Accounts Payable, Accrued Expenses and Other Liabili(cid:2)es $ — 323 — 323 4,615 $ 1,933 145,552 — 147,485 171,042 $ — — 636 636 636 $ — — — — — $ 1,933 145,875 636 148,444 176,293 192 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) Assets Cash and Cash Equivalents Investments Investments of Consolidated Blackstone Funds Investment Funds Equity Securi(cid:2)es, Partnerships and LLC Interests Debt Instruments Freestanding Deriva(cid:2)ves Total Investments of Consolidated Blackstone Funds Corporate Treasury Investments Other Investments Total Investments Accounts Receivable — Loans and Receivables Other Assets — Freestanding Deriva(cid:2)ves Liabili(cid:2)es Securi(cid:2)es Sold, Not Yet Purchased Accounts Payable, Accrued Expenses and Other Liabili(cid:2)es Level I Level II December 31, 2020 Level III NAV Total $ 597,130 $ 15,606 $ — $ — $ 612,736 — — 48,471 39,694 492,280 — 542 — 39,694 541,293 996,516 1,517,809 — 187,089 1,223,299 2,059,102 — 125,860 — 792,958 65,352 — 858,310 7,899 61,053 927,262 581,079 — $ 1,820,591 $ 2,200,568 $ 1,508,341 $ — 162 15,711 — — — 15,711 881,123 557,632 542 15,711 1,455,008 57,492 2,579,716 252,904 4,762 77,965 4,287,628 581,079 126,022 77,965 $ 5,607,465 — — $ 9,324 $ 41,709 $ — $ — $ 51,033 Consolidated Blackstone Funds — Freestanding Deriva(cid:2)ves Freestanding Deriva(cid:2)ves Corporate Treasury Commitments (b) Total Accounts Payable, Accrued Expenses and Other Liabili(cid:2)es $ — 373 — 373 9,697 $ 7,819 195,260 — 203,079 244,788 $ — — 244 244 244 $ — — — — — $ 7,819 195,633 244 203,696 254,729 LLC Limited Liability Company. (a) Level III Other Investments includes Blackstone’s $2.2 billion equity interest in the AIG L&R business and other investments that were remeasured as the result of an observable transac(cid:2)on. These fair value measurements are nonrecurring and are measured as of either the date of acquisi(cid:2)on, which was November 2, 2021 for AIG, or as of the date of the observable transac(cid:2)on. See Note 4. “Investments — Other Investments” for addi(cid:2)onal details. (b) Corporate Treasury Commitments are measured using third party pricing. 193 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) The following table summarizes the quan(cid:2)ta(cid:2)ve inputs and assump(cid:2)ons used for items categorized in Level III of the fair value hierarchy as of December 31, 2021: Fair Value Valua(cid:2)on Techniques Unobservable Inputs Ranges Weighted- Average (a) Financial Assets Investments of Consolidated Blackstone Funds Equity Securi(cid:2)es, Partnership and LLC Interests $ Debt Instruments Total Investments of Consolidated Blackstone Funds Corporate Treasury Investments Loans and Receivables Other Investments 1,170,362 Discounted Cash Flows Discount Rate 1.3% - 43.3% 3.7x - 31.4x Exit Mul(cid:2)ple - EBITDA Exit Capitaliza(cid:2)on Rate 1.3% - 17.3% 6.5% - 19.3% 10.4% 14.7x 4.9% 9.0% 29,953 Discounted Cash Flows Discount Rate Third Party Pricing n/a 1,200,315 477 Discounted Cash Flows Discount Rate Third Party Pricing n/a 9.4% n/a 392,732 Discounted Cash Flows Discount Rate 6.5% - 12.2% 7.6% 2,518,032 Third Party Pricing Transac(cid:2)on Price n/a n/a $ 4,111,556 Impact to Valua(cid:2)on from an Increase in Input Lower Higher Lower Lower Lower Lower 194 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) The following table summarizes the quan(cid:2)ta(cid:2)ve inputs and assump(cid:2)ons used for items categorized in Level III of the fair value hierarchy as of December 31, 2020: Fair Value Valua(cid:2)on Techniques Unobservable Inputs Ranges Impact to Valua(cid:2)on from an Increase in Input Weighted- Average (a) Financial Assets Investments of Consolidated Blackstone Funds Equity Securi(cid:2)es, Partnership and LLC Interests $ 792,958 Discounted Cash Flows Debt Instruments Total Investments of Consolidated Blackstone Funds Corporate Treasury Investments Loans and Receivables Other Investments 65,352 858,310 7,899 581,079 61,053 $ 1,508,341 Transac(cid:2)on Price Other Discounted Cash Flows Third Party Pricing 3.8% - 42.1% Discount Rate Exit Mul(cid:2)ple - EBITDA 1.7x - 24.0x Exit Capitaliza(cid:2)on Rate 2.7% - 14.9% n/a n/a Discount Rate n/a 6.3% - 19.3% 10.8% 13.2x 5.4% Lower Higher Lower 8.6% Lower Discounted Cash Flows Third Party Pricing Discounted Cash Flows Third Party Pricing Transac(cid:2)on Price Other Discount Rate n/a Discount Rate n/a n/a n/a 3.3% - 7.4% 6.4% Lower 6.7% - 10.3% 7.8% Lower n/a EBITDA Exit Mul(cid:2)ple Third Party Pricing Not applicable. Earnings before interest, taxes, deprecia(cid:2)on and amor(cid:2)za(cid:2)on. Ranges include the last twelve months EBITDA and forward EBITDA mul(cid:2)ples. Third Party Pricing is generally determined on the basis of unadjusted prices between market par(cid:2)cipants provided by reputable dealers or pricing services. Transac(cid:2)on Price (a) Includes recent acquisi(cid:2)ons or transac(cid:2)ons. Unobservable inputs were weighted based on the fair value of the investments included in the range. During the year ended December 31, 2021, there have been no changes in valua(cid:2)on techniques within Level II and Level III that have had a material impact on the valua(cid:2)on of ﬁnancial instruments. The following tables summarize the changes in ﬁnancial assets and liabili(cid:2)es 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 respec(cid:2)ve repor(cid:2)ng period. These tables also exclude ﬁnancial assets and liabili(cid:2)es 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 Ac(cid:2)vi(cid:2)es in the Consolidated Statements of Opera(cid:2)ons. 195 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) Level III Financial Assets at Fair Value Year Ended December 31, 2021 Receivables Investments (a) Total Receivables Investments (a) Other Investments of Consolidated Funds 2020 Loans and Other 46,158 — — 22,416 14,162 (128,340) (16,388) 225,297 1,562,359 (226,866) (1,652,114) 58,221 (85,444) $ 1,485,547 $ 1,050,272 $ (296,741) 22,794 (42,283) 203,268 (116,250) — — — — 500,751 $ — — — 709,799 (647,336) 64,863 (40,691) Total $ 1,580,312 (256,866) 47,697 (72,372) 922,699 (796,864) 64,863 (40,691) 29,289 39,875 24,903 (30,089) 9,632 (33,278) — — $ Loans and Investments of Consolidated Funds 581,079 $ 858,310 $ — — — 8,254 (111,952) — 381,826 955,236 (292,843) (1,132,405) 58,221 (85,444) — — 356,720 $ 1,200,315 $ 16,045 392,732 $ 1,624 43,987 374,389 $ 1,637,034 $ 37,250 858,310 $ (6,307) 581,079 $ 5,826 46,158 36,769 $ 1,485,547 $ 298,740 $ (9,005) $ 1,412 $ 291,147 $ 38,678 $ (7,135) $ 6,783 $ 38,326 Balance, Beginning of Period Transfer In (Out) Due to Deconsolida(cid:2)on Transfer In to Level III (b) Transfer Out of Level III (b) Purchases Sales Issuances Se(cid:3)lements Changes in Gains (Losses) Included in Earnings Balance, End of Period Changes in Unrealized Gains (Losses) Included in Earnings Related to Financial Assets S(cid:2)ll Held at the Repor(cid:2)ng Date (a) Represents corporate treasury investments and Other Investments. (b) Transfers in and out of Level III ﬁnancial assets and liabili(cid:2)es were due to changes in the observability of inputs used in the valua(cid:2)on of such assets and liabili(cid:2)es. 9. Variable Interest En(cid:2)(cid:2)es Pursuant to GAAP consolida(cid:2)on guidance, Blackstone consolidates certain VIEs for which it is the primary beneﬁciary either directly or indirectly, through a consolidated en(cid:2)ty or aﬃliate. VIEs include certain private equity, real estate, credit-focused or funds of hedge funds en(cid:2)(cid:2)es and CLO vehicles. The purpose of such VIEs is to provide strategy speciﬁc investment opportuni(cid:2)es 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 obliga(cid:2)on to provide funding to consolidated VIEs other than its own capital commitments. The assets of consolidated variable interest en(cid:2)(cid:2)es may only be used to se(cid:3)le obliga(cid:2)ons of these en(cid:2)(cid:2)es. In addi(cid:2)on, there is no recourse to Blackstone for the consolidated VIEs’ liabili(cid:2)es. During the year ended December 31, 2020, Blackstone determined that it was no longer the primary beneﬁciary and deconsolidated nine CLO vehicles as a result of an ownership reorganiza(cid:2)on and the ongoing decline in Blackstone’s economic exposure to these vehicles. Following the ownership reorganiza(cid:2)on, there are no remaining consolidated CLO vehicles. Blackstone con(cid:2)nues to receive management fees and Performance Alloca(cid:2)ons from these vehicles following the dilu(cid:2)on of its ownership interests. 196 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) 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 en(cid:2)(cid:2)es 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 rela(cid:2)ng to non-consolidated VIEs and any clawback obliga(cid:2)on rela(cid:2)ng to previously distributed Performance Alloca(cid:2)ons. Blackstone’s maximum exposure to loss rela(cid:2)ng to non-consolidated VIEs were as follows: Investments Due from Aﬃliates Poten(cid:2)al Clawback Obliga(cid:2)on Maximum Exposure to Loss Amounts Due to Non-Consolidated VIEs 10. Repurchase Agreements December 31, 2021 December 31, 2020 $3,337,757 $1,307,292 262,815 38,679 $3,562,023 $1,608,786 179,939 44,327 $ 105 $ 241 At December 31, 2021 and 2020, Blackstone pledged securi(cid:2)es with a carrying value of $63.0 million and $110.8 million, respec(cid:2)vely, and cash to collateralize its repurchase agreements. Such securi(cid:2)es can be repledged, delivered or otherwise used by the counterparty. The following tables provide informa(cid:2)on regarding Blackstone’s Repurchase Agreements obliga(cid:2)on by type of collateral pledged: December 31, 2021 Remaining Contractual Maturity of the Agreements Greater than 30 - 90 90 days Days Up to 30 Days Overnight and Con(cid:2)nuous Total Repurchase Agreements Asset-Backed Securi(cid:2)es Loans $ $ — $ — $ 15,980 $ — 42,000 — — $ 15,980 $ 42,000 $ — $ 15,980 — 42,000 — $ 57,980 Gross Amount of Recognized Liabili(cid:2)es for Repurchase Agreements in Note 12. “Oﬀse(cid:8)ng of Assets and Liabili(cid:2)es” $ 57,980 Amounts Related to Agreements Not Included in Oﬀse(cid:8)ng Disclosure in Note 12. “Oﬀse(cid:8)ng of Assets and Liabili(cid:2)es” $ — 197 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) December 31, 2020 Remaining Contractual Maturity of the Agreements Greater than 30 - 90 90 days Days Up to 30 Days Overnight and Con(cid:2)nuous Total Repurchase Agreements Asset-Backed Securi(cid:2)es $ — $ 15,345 $ 32,759 $ 28,704 $ 76,808 Gross Amount of Recognized Liabili(cid:2)es for Repurchase Agreements in Note 12. “Oﬀse(cid:8)ng of Assets and Liabili(cid:2)es” $ 76,808 Amounts Related to Agreements Not Included in Oﬀse(cid:8)ng Disclosure in Note 12. “Oﬀse(cid:8)ng of Assets and Liabili(cid:2)es” 11. Other Assets Other Assets consists of the following: Furniture, Equipment and Leasehold Improvements Less: Accumulated Deprecia(cid:2)on Furniture, Equipment and Leasehold Improvements, Net Prepaid Expenses Freestanding Deriva(cid:2)ves Other $ — December 31, 2021 2020 $ 523,452 $ 526,075 (294,268) (278,844) 231,807 244,608 105,248 92,359 126,022 145,401 17,945 10,568 $ 492,936 $ 481,022 Deprecia(cid:2)on expense of $52.2 million, $35.1 million and $26.3 million related to furniture, equipment and leasehold improvements for the years ended December 31, 2021, 2020 and 2019, respec(cid:2)vely, is included in General, Administra(cid:2)ve and Other in the Consolidated Statements of Opera(cid:2)ons. 12. Oﬀse(cid:7)ng of Assets and Liabili(cid:2)es The following tables present the oﬀse(cid:8)ng of assets and liabili(cid:2)es as of December 31, 2021 and 2020: Assets Freestanding Deriva(cid:2)ves Gross and Net Amounts of Assets Presented in the Statement of Financial Condi(cid:2)on December 31, 2021 Gross Amounts Not Oﬀset in the Statement of Financial Condi(cid:2)on Financial Instruments (a) Cash Collateral Received Net Amount $ 146,061 $ 137,265 $ 41 $ 8,755 198 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) Liabili(cid:2)es Freestanding Deriva(cid:2)ves Repurchase Agreements Gross and Net Amounts of Liabili(cid:2)es Presented in the Statement of Financial Condi(cid:2)on December 31, 2021 Gross Amounts Not Oﬀset in the Statement of Financial Condi(cid:2)on Financial Instruments (a) Cash Collateral Pledged Net Amount $ $ 147,666 $ 57,980 205,646 $ 118,552 $ 57,980 176,532 $ 1,347 $ — 1,347 $ 27,767 — 27,767 Gross and Net Amounts of Assets Presented in the Statement of Financial Condi(cid:2)on December 31, 2020 Gross Amounts Not Oﬀset in the Statement of Financial Condi(cid:2)on Financial Instruments (a) Cash Collateral Received Net Amount Assets Freestanding Deriva(cid:2)ves $ 126,564 $ 114,673 $ 53 $ 11,838 Liabili(cid:2)es Freestanding Deriva(cid:2)ves Repurchase Agreements Gross and Net Amounts of Liabili(cid:2)es Presented in the Statement of Financial Condi(cid:2)on December 31, 2020 Gross Amounts Not Oﬀset in the Statement of Financial Condi(cid:2)on Financial Instruments (a) Cash Collateral Pledged Net Amount $ $ 202,188 $ 76,808 278,996 $ 174,623 $ 76,808 251,431 $ 19,194 $ — 19,194 $ 8,371 — 8,371 (a) Amounts presented are inclusive of both legally enforceable master ne(cid:8)ng agreements, and ﬁnancial instruments received or pledged as collateral. Financial instruments received or pledged as collateral oﬀset deriva(cid:2)ve counterparty risk exposure, but do not reduce net balance sheet exposure. Repurchase Agreements are presented separately in the Consolidated Statements of Financial Condi(cid:2)on. Freestanding Deriva(cid:2)ve assets are included in Other Assets in the Consolidated Statements of Financial Condi(cid:2)on. See Note 11. “Other Assets” for the components of Other Assets. Freestanding Deriva(cid:2)ve liabili(cid:2)es are included in Accounts Payable, Accrued Expenses and Other Liabili(cid:2)es in the Consolidated Statements of Financial Condi(cid:2)on. 199 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) No(cid:2)onal Pooling Arrangement Blackstone has a no(cid:2)onal cash pooling arrangement with a ﬁnancial ins(cid:2)tu(cid:2)on for cash management purposes. This arrangement allows for cash withdrawals based upon aggregate cash balances on deposit at the same ﬁnancial ins(cid:2)tu(cid:2)on. Cash withdrawals cannot exceed aggregate cash balances on deposit. The net balance of cash on deposit and overdra(cid:7)s is used as a basis for calcula(cid:2)ng net interest expense or income. As of December 31, 2021, the aggregate cash balance on deposit rela(cid:2)ng to the cash pooling arrangement was $763.3 million, which was oﬀset with an accompanying overdra(cid:7) of $763.3 million. 13. Borrowings On August 5, 2021, Blackstone, through its indirect subsidiary Blackstone Holdings Finance Co. L.L.C. (the “Issuer”), issued $650 million aggregate principal amount of senior notes due August 5, 2028 (the “2028 Notes”), $800 million aggregate principal amount of senior notes due January 30, 2032 (the “August 2032 Notes”) and $550 million aggregate principal amount of senior notes due August 5, 2051 (the “2051 Notes”). The 2028 Notes have an interest rate of 1.625% per annum, the August 2032 Notes have an interest rate of 2.000% per annum and the 2051 Notes have an interest rate of 2.850% per annum, in each case accruing from August 5, 2021. Interest on the 2028 Notes and the 2051 Notes is payable semi-annually in arrears on February 5 and August 5 of each year commencing on February 5, 2022. Interest on the August 2032 Notes is payable semi-annually in arrears on January 30 and July 30 of each year commencing on January 30, 2022. On January 10, 2022, Blackstone through the Issuer, issued $500 million aggregate principal amount of senior notes due March 30, 2032 (the “January 2032 Notes”) and $1.0 billion aggregate principal amount of senior notes due January 30, 2052 (the “2052 Notes”). The January 2032 Notes have an interest rate of 2.550% per annum and the 2052 Notes have an interest rate of 3.200% per annum, in each case accruing from January 10, 2022. Interest on the January 2032 Notes is payable semi-annually in arrears on March 30 and September 30 of each year commencing on March 30, 2022. Interest on the 2052 Notes is payable semi-annually in arrears on January 30 and July 30 of each year commencing on July 30, 2022. All of Blackstone’s outstanding senior notes, including the 2028 Notes, August 2032 Notes, January 2032 Notes, 2051 Notes and 2052 Notes are unsecured and unsubordinated obliga(cid:2)ons of the Issuer that are fully and uncondi(cid:2)onally guaranteed by Blackstone Inc. and its indirect subsidiaries, 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. (the “Guarantors”). The guarantees are unsecured and unsubordinated obliga(cid:2)ons of the Guarantors. Transac(cid:2)on costs related to senior note issuances have been capitalized and are amor(cid:2)zed over the life of each respec(cid:2)ve note. 200 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) Blackstone borrows and enters into credit agreements for its general opera(cid:2)ng and investment purposes and certain Blackstone Funds borrow to meet ﬁnancing needs of their opera(cid:2)ng and inves(cid:2)ng ac(cid:2)vi(cid:2)es. Borrowing facili(cid:2)es have been established for the beneﬁt of selected Blackstone Funds. When a Blackstone Fund borrows from the facility in which it par(cid:2)cipates, the proceeds from the borrowing are strictly limited for its intended use by the borrowing fund and not available for other Blackstone purposes. Blackstone’s credit facili(cid:2)es consist of the following: Revolving Credit Facility (a) Blackstone Issued Senior Notes (b) 4.750%, Due 2/15/2023 2.000%, Due 5/19/2025 1.000%, Due 10/5/2026 3.150%, Due 10/2/2027 1.625%, Due 8/5/2028 1.500%, Due 4/10/2029 2.500%, Due 1/10/2030 1.600%, Due 3/30/2031 2.000%, Due 1/30/2032 6.250%, Due 8/15/2042 5.000%, Due 6/15/2044 4.450%, Due 7/15/2045 4.000%, Due 10/2/2047 3.500%, Due 9/10/2049 2.800%, Due 9/30/2050 2.850%, Due 8/5/2051 Blackstone Fund Facili(cid:2)es (c) 2021 Credit Available $ 2,000,000 $ Borrowing Outstanding 250,000 December 31, Eﬀec(cid:2)ve Interest Rate Credit Available 0.86% $ 2,250,000 $ 2020 Borrowing Outstanding — Eﬀec(cid:2)ve Interest Rate — 400,000 341,100 682,200 300,000 650,000 682,200 500,000 500,000 800,000 250,000 500,000 350,000 300,000 400,000 400,000 550,000 400,000 341,100 682,200 300,000 650,000 682,200 500,000 500,000 800,000 250,000 500,000 350,000 300,000 400,000 400,000 550,000 9,605,500 7,855,500 101 $ 9,605,601 $ 7,855,601 101 5.08% 2.11% 1.13% 3.30% 1.68% 1.55% 2.73% 1.70% 2.16% 6.65% 5.16% 4.56% 4.20% 3.61% 2.88% 2.89% 400,000 400,000 366,480 366,480 732,960 732,960 300,000 300,000 — — 732,960 732,960 500,000 500,000 500,000 500,000 — — 250,000 250,000 500,000 500,000 350,000 350,000 300,000 300,000 400,000 400,000 400,000 400,000 — — 7,982,400 5,732,400 99 $ 7,982,499 $ 5,732,499 1.61% 99 5.08% 2.22% 1.18% 3.30% — 1.63% 2.74% 1.70% — 6.65% 5.16% 4.56% 4.20% 3.61% 2.88% — 1.63% (a) The Issuer has a credit facility with Ci(cid:2)bank, N.A., as Administra(cid:2)ve Agent in the amount of $2.25 billion with a maturity date of November 24, 2025. Interest on the borrowings is based on an adjusted LIBOR rate or alternate base rate, in each case plus a margin, and undrawn commitments bear a commitment fee of 0.06%. The margin above adjusted LIBOR used to calculate the interest on borrowings was 0.75% as of December 31, 2021 and 2020. The margin is subject to change based on Blackstone’s credit ra(cid:2)ng. 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 representa(cid:2)ons, covenants and events of default. Financial covenants consist of a maximum net leverage ra(cid:2)o and a requirement to keep a minimum amount of fee-earning assets under management, each tested quarterly. The outstanding borrowings were repaid by Blackstone on January 14, 2022. As of December 31, 2021 and 2020, Blackstone had outstanding but undrawn le(cid:3)ers of credit against the Credit Facility of $10.1 million and $10.0 million, respec(cid:2)vely. The amount Blackstone can draw from the Credit Facility is reduced by the undrawn le(cid:3)ers of credit, however the Credit Available presented herein is not reduced by the undrawn le(cid:3)ers of credit. 201 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) (b) The Issuer has issued long-term borrowings in the form of senior notes (the “Notes”). The Notes are unsecured and unsubordinated obliga(cid:2)ons of the Issuer. The Notes are fully and uncondi(cid:2)onally guaranteed, jointly and severally, by Blackstone, Blackstone Holdings (the “Guarantors”), and the Issuer. The guarantees are unsecured and unsubordinated obliga(cid:2)ons of the Guarantors. Transac(cid:2)on costs related to the issuance of the Notes have been deducted from the Note liability and are being amor(cid:2)zed over the life of the Notes. The indentures include covenants, including limita(cid:2)ons on the Issuer’s and the Guarantors’ ability to, subject to excep(cid:2)ons, incur indebtedness secured by liens on vo(cid:2)ng stock or proﬁt par(cid:2)cipa(cid:2)ng equity interests of their subsidiaries or merge, consolidate or sell, transfer or lease assets. The indentures also provide for events of default and further provide that the trustee or the holders of not less than 25% in aggregate principal amount of the outstanding Notes may declare the Notes immediately due and payable upon the occurrence and during the con(cid:2)nuance of any event of default a(cid:7)er expira(cid:2)on of any applicable grace period. In the case of speciﬁed events of bankruptcy, insolvency, receivership or reorganiza(cid:2)on, the principal amount of the Notes and any accrued and unpaid interest on the Notes automa(cid:2)cally become due and payable. All or a por(cid:2)on of the Notes may be redeemed at the Issuer’s op(cid:2)on in whole or in part, at any (cid:2)me and from (cid:2)me to (cid:2)me, prior to their stated maturity, at the make-whole redemp(cid:2)on price set forth in the Notes. If a change of control repurchase event occurs, the holders of the Notes may require the Issuer to repurchase the Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to, but not including, the date of repurchase. (c) Represents borrowing facili(cid:2)es for the various consolidated Blackstone Funds used to meet liquidity and inves(cid:2)ng needs. Certain borrowings under these facili(cid:2)es were used for bridge ﬁnancing and general liquidity purposes. Other borrowings were used to ﬁnance the purchase of investments with the borrowing remaining in place un(cid:2)l the disposi(cid:2)on or reﬁnancing event. Such borrowings have varying maturi(cid:2)es and are rolled over un(cid:2)l the disposi(cid:2)on or a reﬁnancing event. Because the (cid:2)ming of such events is unknown and may occur in the near term, these borrowings are considered short-term in nature. Borrowings bear interest at spreads to market rates. Borrowings were secured according to the terms of each facility and are generally secured by the investment purchased with the proceeds of the borrowing and/or the uncalled capital commitment of each respec(cid:2)ve fund. Certain facili(cid:2)es have commitment fees. When a fund borrows, the proceeds are available only for use by that fund and are not available for the beneﬁt of other funds. Collateral within each fund is also available only against the borrowings by that fund and not against the borrowings of other funds. 202 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) The following table presents the general characteris(cid:2)cs of each of Blackstone’s notes, as well as their carrying value and fair value. The notes are included in Loans Payable within the Consolidated Statements of Financial Condi(cid:2)on. All of the notes were issued at a discount. All of the notes accrue interest from the issue date thereof and all pay interest in arrears on a semi-annual basis or annual basis. December 31, 2021 2020 Senior Notes 4.750%, Due 2/15/2023 2.000%, Due 5/19/2025 1.000%, Due 10/5/2026 3.150%, Due 10/2/2027 1.625%, Due 8/5/2028 1.500%, Due 4/10/2029 2.500%, Due 1/10/2030 1.600%, Due 3/30/2031 2.000%, Due 1/30/2032 6.250%, Due 8/15/2042 5.000%, Due 6/15/2044 4.450%, Due 7/15/2045 4.000%, Due 10/2/2047 3.500%, Due 9/10/2049 2.800%, Due 9/30/2050 2.850%, Due 8/5/2051 $ Fair Value (a) Carrying Value 398,581 $ 338,275 675,867 297,738 643,251 678,085 491,662 495,541 786,690 238,914 489,446 344,412 290,730 392,089 393,818 542,963 Fair Value (a) 434,400 398,620 770,707 332,370 — 805,744 538,200 497,950 — 372,250 684,800 449,645 364,590 460,120 406,280 — $ 7,498,062 $ 8,018,122 $ 5,644,554 $ 6,515,676 415,880 $ 362,078 700,892 317,610 629,265 720,062 507,350 467,750 767,920 361,775 648,500 426,195 347,370 431,240 382,880 531,355 Carrying Value 397,385 $ 362,947 724,646 297,387 — 728,054 490,745 495,100 — 238,668 489,201 344,282 290,533 391,925 393,681 — (a) Fair value is determined by broker quote and these notes would be classiﬁed as Level II within the fair value hierarchy. Scheduled principal payments for borrowings at December 31, 2021 were as follows: 2022 2023 2024 2025 2026 Therea(cid:7)er 14. Leases $ Opera(cid:2)ng Borrowings — 400,000 — 591,100 682,200 6,182,200 $7,855,500 Blackstone Fund Facili(cid:2)es $ $ 101 — — — — — 101 Total Borrowings 101 $ 400,000 — 591,100 682,200 6,182,200 $ 7,855,601 Blackstone enters into non-cancelable lease and sublease agreements primarily for oﬃce space, which expire on various dates through 2032. Occupancy lease agreements, in addi(cid:2)on to base rentals, generally are subject to escala(cid:2)on provisions based on certain costs incurred by the landlord, and are recognized on a straight-line basis over the term of the lease agreement. Rent expense includes base contractual rent and variable costs such as building expenses, u(cid:2)li(cid:2)es, taxes and insurance. At December 31, 2021 and 2020, Blackstone maintained irrevocable standby le(cid:3)ers of credit and cash deposits as security for the leases of $9.4 million and $8.8 million, respec(cid:2)vely. As of December 31, 2021, the weighted-average remaining lease term was 7.4 years, and the weighted-average discount rate was 1.2%. 203 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) The components of lease expense were as follows: Opera(cid:2)ng Lease Cost Straight-Line Lease Cost (a) Variable Lease Cost (b) Sublease Income 2021 Year Ended December 31, 2020 2019 $ $ 115,875 $ 10,959 (1,695) 125,139 $ 107,970 $ 15,426 (2,191) 121,205 $ 90,640 14,574 (796) 104,418 (a) Straight-line lease cost includes short-term leases, which are immaterial. (b) Variable lease cost approximates variable lease cash payments. Supplemental cash ﬂow informa(cid:2)on related to leases were as follows: Opera(cid:2)ng Cash Flows for Opera(cid:2)ng Lease Liabili(cid:2)es Non-Cash Right-of-Use Assets Obtained in Exchange for New Opera(cid:2)ng $ 2021 Year Ended December 31, 2020 102,364 $ 96,007 $ 2019 94,854 Lease Liabili(cid:2)es 352,298 153,433 10,053 The following table shows the undiscounted cash ﬂows on an annual basis for Opera(cid:2)ng Lease Liabili(cid:2)es as of December 31, 2021: 2022 2023 2024 2025 2026 Therea(cid:7)er Total Lease Payments (a) Less: Imputed Interest Present Value of Opera(cid:2)ng Lease Liabili(cid:2)es (a) Excludes signed leases that have not yet commenced. 15. Income Taxes The Income Before Provision (Beneﬁt) for Taxes consists of the following: Income Before Provision (Beneﬁt) for Taxes U.S. Domes(cid:2)c Income Foreign Income $ 120,100 131,524 125,620 129,721 125,532 303,940 936,437 (28,404) $ 908,033 2021 Year Ended December 31, 2020 2019 $ 13,275,132 $ 2,311,734 $ 3,547,292 270,723 $ 13,559,396 $ 2,617,520 $ 3,818,015 305,786 284,264 204 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) The Provision (Beneﬁt) for Taxes consists of the following: Current Federal Income Tax Foreign Income Tax State and Local Income Tax Deferred Federal Income Tax Foreign Income Tax State and Local Income Tax Provision (Beneﬁt) for Taxes The following table summarizes Blackstone’s tax posi(cid:2)on: Income Before Provision (Beneﬁt) for Taxes Provision (Beneﬁt) for Taxes Eﬀec(cid:2)ve Income Tax Rate 2021 Year Ended December 31, 2020 2019 $ $ 507,648 55,376 156,735 719,759 $ 163,227 38,914 66,355 268,496 74,611 38,098 19,267 131,976 373,223 (2,654) 94,073 464,642 $ 1,184,401 $ 86,958 870 (310) 87,518 356,014 $ (222,790) 312 42,550 (179,928) (47,952) 2021 Year Ended December 31, 2020 2019 $ 13,559,396 $ 1,184,401 $ 2,617,520 356,014 $ 8.7% $ 3,818,015 (47,952) $ -1.3% 13.6% The following table reconciles the eﬀec(cid:2)ve income tax rate to the U.S. federal statutory tax rate: Statutory U.S. Federal Income Tax Rate Income Passed Through to Common Shareholders and Non-Controlling Interest Holders (a)(b) State and Local Income Taxes Change to a Taxable Corpora(cid:2)on Change in Valua(cid:2)on Allowance (c) Other (a) Eﬀec(cid:2)ve Income Tax Rate Year Ended December 31, 2020 21.0% 2021 21.0% 2019 21.0% -10.2% 2.1% — -4.1% -0.1% 8.7% -10.1% 2.4% 1.4% -2.8% 1.7% 13.6% -13.5% 1.6% -10.3% -0.8% 0.7% -1.3% 2021 vs. 2020 — -0.1% -0.3% -1.4% -1.3% -1.8% -4.9% 2020 vs. 2019 — 3.4% 0.8% 11.7% -2.0% 1.0% 14.9% (a) Eﬀec(cid:2)ve June 30, 2021, Blackstone recategorized certain components of its eﬀec(cid:2)ve income tax reconcilia(cid:2)on. Accordingly, certain components related to income a(cid:3)ributable to non-controlling interest holders were recategorized from Income Passed Through to Non-Controlling Interest Holders to Other. Prior periods have been recast accordingly. The recategoriza(cid:2)on had no eﬀect on Blackstone’s Provision for Taxes. (b) Includes income that was not taxable to Blackstone and its subsidiaries. Such income was directly taxable to shareholders of Blackstone’s common stock for the period prior to the Conversion and remains taxable to Blackstone’s non-controlling interest holders. (c) The Change in Valua(cid:2)on Allowance for the year ended December 31, 2019 represents the change from July 1, 2019 to December 31, 2019, following the change to a taxable corpora(cid:2)on. 205 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) Prior to the Conversion, Blackstone and certain of its subsidiaries operated in the U.S. as partnerships for income tax purposes (partnerships generally are not subject to federal income taxes) and generally as corporate en(cid:2)(cid:2)es in non-U.S. jurisdic(cid:2)ons. Subsequent to the Conversion, all income a(cid:3)ributable to Blackstone is subject to U.S. corporate income taxes. The termina(cid:2)on of the status of Blackstone as a Partnership in the Conversion has been treated as a change in tax status under GAAP guidance on accoun(cid:2)ng for income taxes. These rules require that the deferred tax eﬀects of a change in tax status be recorded to income from con(cid:2)nuing opera(cid:2)ons on the date the Partnership status terminates. Blackstone has calculated the es(cid:2)mated eﬀect of the change in tax status to be a tax beneﬁt of approximately $394.8 million, net of a valua(cid:2)on allowance of approximately $648.2 million for the year ended December 31, 2019. The Conversion resulted in a step-up in the tax basis of certain assets that will be recovered as those assets are sold or the basis is amor(cid:2)zed. During 2020, Blackstone ﬁled its 2019 tax returns and an adjustment was made to its Conversion related tax basis step-up resul(cid:2)ng in an increase in a tax expense. Deferred income taxes reﬂect the net tax eﬀects of temporary diﬀerences that may exist between the carrying amounts of assets and liabili(cid:2)es for ﬁnancial repor(cid:2)ng purposes and the amounts used for income tax purposes using enacted tax rates in eﬀect for the year in which the diﬀerences are expected to reverse. A summary of the tax eﬀects of the temporary diﬀerences is as follows: Deferred Tax Assets Investment Basis Diﬀerences/Net Unrealized Gains and Losses Other Total Deferred Tax Assets Before Valua(cid:2)on Allowance Valua(cid:2)on Allowance Total Net Deferred Tax Assets Deferred Tax Liabili(cid:2)es Investment Basis Diﬀerences/Net Unrealized Gains and Losses Other Total Deferred Tax Liabili(cid:2)es Net Deferred Tax Assets December 31, 2021 2020 $1,572,672 $1,789,699 11,102 1,800,801 (558,225) 1,242,576 8,965 1,581,637 — 1,581,637 15,421 16,439 31,860 18,733 6,624 25,357 $1,549,777 $1,217,219 The net increase in the deferred tax asset balance for the year ended December 31, 2021 is primarily due to (a) recogni(cid:2)on of addi(cid:2)onal tax basis in certain assets and recording corresponding deferred tax beneﬁts related to quarterly exchanges of Blackstone Holdings Partnership units for common shares of Blackstone Inc., and (b) the release of a valua(cid:2)on allowance, which is par(cid:2)ally oﬀset by a deferred tax liability as a result of unrealized gains. Realiza(cid:2)on of tax beneﬁts depends on the expecta(cid:2)on and character of taxable income within a certain period of (cid:2)me. The (cid:2)ming of realizability for certain deferred tax assets is determined by reference to the amor(cid:2)za(cid:2)on and deprecia(cid:2)on periods of the underlying tax basis of assets and ranges from 15 to 40 years. Blackstone has considered these amor(cid:2)za(cid:2)on and deprecia(cid:2)on periods as well as the character of income in evalua(cid:2)ng whether it should establish valua(cid:2)on allowances. In addi(cid:2)on, Blackstone has no taxable loss carryforward at December 31, 2021. 206 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) In evalua(cid:2)ng the ability to realize deferred tax assets, Blackstone also considers projec(cid:2)ons of taxable income (including character of such income), beginning with historic results and incorpora(cid:2)ng assump(cid:2)ons of the amount of future pretax opera(cid:2)ng income. These assump(cid:2)ons about future taxable income require signiﬁcant judgment and are consistent with the plans and es(cid:2)mates that Blackstone uses to manage its business. Certain deferred tax assets are not considered to be more likely than not to be realized due to the character of income necessary for realiza(cid:2)on. For those deferred tax assets, valua(cid:2)on allowances have been recorded. Currently, Blackstone does not believe it meets the indeﬁnite reversal criteria that would preclude Blackstone from recognizing a deferred tax liability with respect to its foreign subsidiaries. Therefore, Blackstone recorded a deferred tax liability for any outside basis diﬀerence of an investment in a foreign subsidiary. Blackstone ﬁles its tax returns as prescribed by the tax laws of the jurisdic(cid:2)ons in which it operates. In the normal course of business, Blackstone is subject to examina(cid:2)on by federal and certain state, local and foreign tax regulators. As of December 31, 2021, Blackstone’s U.S. federal income tax returns for the years 2018 through 2020 are open under the normal three-year statute of limita(cid:2)ons and therefore subject to examina(cid:2)on. State and local tax returns are generally subject to audit from 2017 through 2020. Certain subsidiaries’ tax returns for 2008 through 2020 are currently subject to examina(cid:2)on by various regulators. Blackstone believes that within the next twelve months, certain tax examina(cid:2)ons have a reasonable possibility of being completed and does not expect the results of these examina(cid:2)ons to have a material impact on the consolidated ﬁnancial statements. Blackstone’s unrecognized tax beneﬁts, excluding related interest and penal(cid:2)es, were: 2021 December 31, 2020 2019 Unrecognized Tax Beneﬁts - January 1 Addi(cid:2)ons for Tax Posi(cid:2)ons of Prior Years Se(cid:3)lements Exchange Rate Fluctua(cid:2)ons Unrecognized Tax Beneﬁts - December 31 $ 32,933 $ 24,958 $ 20,864 4,908 (829) 15 $ 47,501 $ 32,933 $ 24,958 14,557 — 11 7,959 — 16 If recognized, the above tax beneﬁts of $47.5 million and $32.9 million for the years ended December 31, 2021 and 2020, respec(cid:2)vely, would reduce the annual eﬀec(cid:2)ve rate. Blackstone does not believe that it will have a material increase or decrease in its unrecognized tax beneﬁts during the coming year. The unrecognized tax beneﬁts are recorded in Accounts Payable, Accrued Expense and Other Liabili(cid:2)es in the Consolidated Statements of Financial Condi(cid:2)on. During the years ended December 31, 2021, 2020 and 2019, Blackstone accrued no penal(cid:2)es and accrued interest expense related to unrecognized tax beneﬁts of $1.5 million, $1.3 million and $0.5 million, respec(cid:2)vely. Other Income — Change in Tax Receivable Agreement Liability In 2021 and 2020, the $(2.8) million and $(35.4) million, respec(cid:2)vely, Change in Tax Receivable Agreement Liability was primarily a(cid:3)ributable to a change in tax rates and the Conversion. 207 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) 16. Earnings Per Share and Stockholders’ Equity Earnings Per Share Basic and diluted net income per share of common stock for the years ended December 31, 2021, 2020 and 2019 was calculated as follows: Net Income for Per Share of Common Stock Calcula(cid:2)ons Net Income A(cid:3)ributable to Blackstone Inc., Basic and Diluted $ 5,857,397 $ 1,045,363 $ 2,049,682 Shares/Units Outstanding Weighted-Average Shares of Common Stock Outstanding, Basic Weighted-Average Shares of Unvested Deferred Restricted Common Stock Weighted-Average Shares of Common Stock Outstanding, Diluted 719,766,879 358,164 720,125,043 696,933,548 324,748 697,258,296 675,900,466 267,385 676,167,851 2021 Year Ended December 31, 2020 2019 Net Income Per Share of Common Stock Basic Diluted Dividends Declared Per Share of Common Stock (a) $ $ $ 8.14 $ 8.13 $ 3.57 $ 1.50 $ 1.50 $ 1.91 $ 3.03 3.03 1.92 (a) Dividends declared reﬂects the calendar date of the declara(cid:2)on for each distribu(cid:2)on. The fourth quarter dividends, if any, for any ﬁscal year will be declared and paid in the subsequent ﬁscal year. In compu(cid:2)ng the dilu(cid:2)ve 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 elimina(cid:2)on of non-controlling interests in Blackstone Holdings, inclusive of any tax impact. The hypothe(cid:2)cal conversion may be dilu(cid:2)ve to the extent there is ac(cid:2)vity at Blackstone Inc. level that has not previously been a(cid:3)ributed to the non-controlling interests or if there is a change in tax rate as a result of a hypothe(cid:2)cal conversion. The following table summarizes the an(cid:2)-dilu(cid:2)ve securi(cid:2)es for the periods indicated: Weighted-Average Blackstone Holdings Partnership Units Stockholders’ Equity Year Ended December 31, 2020 486,157,205 504,221,914 524,211,887 2019 2021 In connec(cid:2)on with the Conversion, eﬀec(cid:2)ve July 1, 2019, each common unit of the Partnership outstanding immediately prior to the Conversion converted into one issued and outstanding, fully paid and nonassessable share of Class A common stock, $0.00001 par value per share, of the Company. The special vo(cid:2)ng unit of the Partnership outstanding immediately prior to the Conversion converted into one issued and outstanding, fully paid and nonassessable share of Class B common stock, $0.00001 par value per share, of the Company. The general partner units of the Partnership outstanding immediately prior to the Conversion converted into one issued and outstanding, fully paid and nonassessable share of Class C common stock, $0.00001 par value per share, of the Company. 208 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) In connec(cid:2)on with the share reclassiﬁca(cid:2)on, eﬀec(cid:2)ve February 26, 2021, the Cer(cid:2)ﬁcate of Incorpora(cid:2)on of Blackstone was amended and restated to: (a) rename the Class A common stock as “common stock,” which has the same rights and powers (including, without limita(cid:2)on, with respect to vo(cid:2)ng) that Blackstone’s Class A common stock formerly had, (b) reclassify the “Class B common stock” into a new “Series I preferred stock,” which has the same rights and powers that the Class B common stock formerly had, and (c) reclassify the Class C common stock into a new “Series II preferred stock,” which has the same rights and powers that the Class C common stock formerly had. In connec(cid:2)on with such share reclassiﬁca(cid:2)on, the Company authorized 10 billion shares of preferred stock with a par value of $0.00001, of which (a) 999,999,000 shares are designated as Series I preferred stock and (b) 1,000 shares are designated as Series II preferred stock. The remaining 9 billion shares may be designated from (cid:2)me to (cid:2)me in accordance with Blackstone’s cer(cid:2)ﬁcate of incorpora(cid:2)on. There was 1 share of Series I preferred stock and 1 share of Series II preferred stock issued and outstanding as of December 31, 2021. Under Blackstone’s cer(cid:2)ﬁcate of incorpora(cid:2)on and Delaware law, holders of Blackstone’s common stock are en(cid:2)tled to vote, together with holders of Blackstone’s Series I preferred stock, vo(cid:2)ng as a single class, on a number of signiﬁcant ma(cid:3)ers, including certain sales, exchanges or other disposi(cid:2)ons of all or substan(cid:2)ally all of Blackstone’s assets, a merger, consolida(cid:2)on or other business combina(cid:2)on, the removal of the Series II Preferred Stockholder and forced transfer by the Series II Preferred Stockholder of its shares of Series II preferred stock and the designa(cid:2)on of a successor Series II Preferred Stockholder. The Series II Preferred Stockholder elects the Company’s directors. Holders of Blackstone’s Series I preferred stock and Series II preferred stock are not en(cid:2)tled to dividends from the Company, or receipt of any of the Company’s assets in the event of any dissolu(cid:2)on, liquida(cid:2)on or winding up. Blackstone Partners L.L.C. is the sole holder of the Series I preferred stock and Blackstone Group Management L.L.C. is the sole holder of the Series II preferred stock. 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 (cid:2)me to (cid:2)me in open market transac(cid:2)ons, in privately nego(cid:2)ated transac(cid:2)ons or otherwise. The (cid:2)ming and the actual numbers repurchased will depend on a variety of factors, including legal requirements, price and economic and market condi(cid:2)ons. The repurchase program may be changed, suspended or discon(cid:2)nued at any (cid:2)me and does not have a speciﬁed expira(cid:2)on date. During the year ended December 31, 2019, Blackstone repurchased 12.8 million shares of common stock at a total cost of $561.9 million. During the year ended December 31, 2020, Blackstone repurchased 9.0 million shares of common stock at a total cost of $474.0 million. During the year ended December 31, 2021, Blackstone repurchased 10.3 million shares of common stock at a total cost of $1.2 billion. As of December 31, 2021, the amount remaining available for repurchases under the program was $1.5 billion. 209 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) Shares Eligible for Dividends and Distribu(cid:2)ons As of December 31, 2021, the total shares of common stock and Blackstone Holdings Partnership Units en(cid:2)tled to par(cid:2)cipate in dividends and distribu(cid:2)ons were as follows: Common Stock Outstanding Unvested Par(cid:2)cipa(cid:2)ng Common Stock Total Par(cid:2)cipa(cid:2)ng Common Stock Par(cid:2)cipa(cid:2)ng Blackstone Holdings Partnership Units 17. Equity-Based Compensa(cid:2)on Shares/Units 704,339,774 27,697,423 732,037,197 468,446,388 1,200,483,585 Blackstone has granted equity-based compensa(cid:2)on awards to Blackstone’s senior managing directors, non-partner professionals, non-professionals and selected external advisers under Blackstone’s Amended and Restated 2007 Equity Incen(cid:2)ve Plan (the “Equity Plan”). The Equity Plan allows for the gran(cid:2)ng of op(cid:2)ons, share apprecia(cid:2)on 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, 2021, Blackstone had the ability to grant 171,130,080 shares under the Equity Plan. For the years ended December 31, 2021, 2020 and 2019 Blackstone recorded compensa(cid:2)on expense of $637.4 million, $438.3 million, and $417.1 million, respec(cid:2)vely, in rela(cid:2)on to its equity-based awards with corresponding tax beneﬁts of $84.3 million, $51.5 million, and $47.8 million, respec(cid:2)vely. As of December 31, 2021, there was $1.7 billion of es(cid:2)mated unrecognized compensa(cid:2)on expense related to unvested awards , including compensa(cid:2)on with performance condi(cid:2)ons where it is probable that the performance condi(cid:2)on will be met. This cost is expected to be recognized over a weighted-average period of 3.6 years. Total vested and unvested outstanding shares, including common stock, Blackstone Holdings Partnership Units and deferred restricted shares of common stock, were 1,200,623,150 as of December 31, 2021. Total outstanding phantom shares were 82,760 as of December 31, 2021. 210 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (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 December 31, 2021 and of changes during the period January 1, 2021 through December 31, 2021 is presented below: Blackstone Holdings Blackstone Inc. Equity Se(cid:4)led Awards Cash Se(cid:4)led Awards Weighted- Average Grant Date Fair Value Deferred Restricted Shares of Common Stock Weighted- Average Grant Date Fair Value 36.33 19,512,034 $ 33.73 13,049,066 33.98 (5,020,951) 36.36 (1,002,336) 37.37 26,537,813 $ 42.60 75.82 43.73 54.65 58.34 Weighted- Average Grant Date Fair Value 60.42 91.07 122.81 127.52 137.65 Phantom Shares 65,284 $ 22,841 (14,018) (526) 73,581 $ Partnership Units 23,771,136 $ 1,172,019 (5,412,435) (2,186,392) 17,344,328 $ Unvested Shares/Units Balance, December 31, 2020 Granted Vested Forfeited Balance, December 31, 2021 Shares/Units Expected to Vest The following unvested shares and units, a(cid:7)er expected forfeitures, as of December 31, 2021, are expected to vest: Blackstone Holdings Partnership Units Deferred Restricted Shares of Common Stock Total Equity-Based Awards Phantom Shares Deferred Restricted Shares of Common Stock and Phantom Shares Shares/Units 16,423,984 23,263,918 39,687,902 60,357 Weighted-Average Service Period in Years 2.1 3.2 2.7 2.8 Blackstone has granted deferred restricted shares of common stock to certain senior and non-senior managing director professionals, analysts and senior ﬁnance and administra(cid:2)ve personnel and selected external advisers and phantom shares (cash se(cid:3)led equity-based awards) to other senior and non-senior managing director employees. Holders of deferred restricted shares of common stock and phantom shares are not en(cid:2)tled to any vo(cid:2)ng rights. Only phantom shares are to be se(cid:3)led in cash. Deferred restricted shares of common stock where the number of shares have not been set are liability classiﬁed and excluded from the above tables. The fair values of deferred restricted shares of common stock have been derived based on the closing price of common stock on the date of the grant, mul(cid:2)plied by the number of unvested awards and expensed over the assumed service period, which ranges from 1 to 5 years. Addi(cid:2)onally, the calcula(cid:2)on of the compensa(cid:2)on expense assumes forfeiture rates based on historical turnover rates, ranging from 1.0% to 11.9% annually by employee class, and a per share discount, ranging from $0.75 to $12.28. The phantom shares vest over the assumed service period, which ranges from 1 to 5 years. On each such ves(cid:2)ng date, Blackstone delivered or will deliver cash to the holder in an amount equal to the number of phantom shares held mul(cid:2)plied by the then fair market value of Blackstone’s common stock on such date. Addi(cid:2)onally, the calcula(cid:2)on of the compensa(cid:2)on expense assumes a forfeiture rate based on a historical turnover rate of 9.6% annually by employee class. Blackstone is accoun(cid:2)ng for these cash se(cid:3)led awards as a liability. 211 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) Blackstone paid $1.1 million, $0.4 million and $0.4 million to non-senior managing director employees in se(cid:3)lement of phantom shares for the years ended December 31, 2021, 2020 and 2019, respec(cid:2)vely. Performance-Based Compensa(cid:2)on During the year ended December 31, 2021, Blackstone issued performance-based compensa(cid:2)on, the dollar value of which is based on the future achievement of established business performance condi(cid:2)ons. The number of vested shares of common stock to be issued is variable based on the 30-day volume weighted-average price at the end of the performance period. Due to the nature of se(cid:3)lement, the performance-based compensa(cid:2)on is classiﬁed as a liability. Compensa(cid:2)on expense is recognized over the performance period based upon the probable outcome of the performance condi(cid:2)on. Due to the variable share se(cid:3)lement, the tables above exclude the impact of this performance-based compensa(cid:2)on, as the number of shares to be issued is not yet set. Blackstone Holdings Partnership Units Blackstone has granted deferred restricted Blackstone Holdings Partners Units to certain newly hired and pre-exis(cid:2)ng senior managing directors. Holders of deferred restricted Blackstone Holdings Partnership Units are not en(cid:2)tled to any vo(cid:2)ng rights. The fair values of deferred restricted Blackstone Holdings Partnership Units have been derived based on the closing price of Blackstone’s common units on the date of the grant, mul(cid:2)plied by the number of unvested awards and expensed over the assumed service period, which ranges from 1 to 4 years. Addi(cid:2)onally, the calcula(cid:2)on of the compensa(cid:2)on expense assumes a forfeiture rate of 6.0%, based on historical experience. 18. Related Party Transac(cid:2)ons Aﬃliate Receivables and Payables Due from Aﬃliates and Due to Aﬃliates consisted of the following: Due from Aﬃliates Management Fees, Performance Revenues, Reimbursable Expenses and Other Receivables from Non-Consolidated En(cid:2)(cid:2)es and Por(cid:6)olio Companies Due from Certain Non-Controlling Interest Holders and Blackstone Employees Accrual for Poten(cid:2)al Clawback of Previously Distributed Performance Alloca(cid:2)ons December 31, 2021 2020 $ 3,519,945 $ 2,637,055 548,897 1,099,899 35,563 37,023 $ 4,656,867 $ 3,221,515 212 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) Due to Aﬃliates Due to Certain Non-Controlling Interest Holders in Connec(cid:2)on with the Tax Receivable Agreements Due to Non-Consolidated En(cid:2)(cid:2)es Due to Certain Non-Controlling Interest Holders and Blackstone Employees Accrual for Poten(cid:2)al Repayment of Previously Received Performance Alloca(cid:2)ons December 31, 2021 2020 $ 1,558,393 $ 181,341 77,664 88,700 857,523 107,410 61,539 108,569 $ 1,906,098 $ 1,135,041 Interests of the Founder, Senior Managing Directors, Employees and Other Related Par(cid:2)es The Founder, senior managing directors, employees and certain other related par(cid:2)es invest on a discre(cid:2)onary basis in the consolidated Blackstone Funds both directly and through consolidated en(cid:2)(cid:2)es. These investments generally are subject to preferen(cid:2)al management fee and performance alloca(cid:2)on or incen(cid:2)ve fee arrangements. As of December 31, 2021 and 2020, such investments aggregated $1.6 billion and $1.1 billion, respec(cid:2)vely. Their share of the Net Income A(cid:3)ributable to Redeemable Non-Controlling and Non-Controlling Interests in Consolidated En(cid:2)(cid:2)es aggregated $471.5 million, $65.2 million and $78.1 million for the years ended December 31, 2021, 2020 and 2019, respec(cid:2)vely. Loans to Aﬃliates Loans to aﬃliates consist of interest bearing advances to certain Blackstone individuals to ﬁnance their investments in certain Blackstone Funds. These loans earn interest at Blackstone’s cost of borrowing and such interest totaled $5.4 million, $5.5 million and $7.0 million for the years ended December 31, 2021, 2020 and 2019, respec(cid:2)vely. Con(cid:2)ngent Repayment Guarantee Blackstone and its personnel who have received Performance Alloca(cid:2)on distribu(cid:2)ons have guaranteed payment on a several basis (subject to a cap) to the carry funds of any clawback obliga(cid:2)on with respect to the excess Performance Alloca(cid:2)on 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 obliga(cid:2)on, if any. The Accrual for Poten(cid:2)al Repayment of Previously Received Performance Alloca(cid:2)ons 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 December 31, 2021. See Note 19. “Commitments and Con(cid:2)ngencies — Con(cid:2)ngencies — Con(cid:2)ngent Obliga(cid:2)ons (Clawback).” Aircra(cid:6) and Other Services In the normal course of business, Blackstone makes use of aircra(cid:7) owned by Stephen A. Schwarzman, aircra(cid:7) owned by Jonathan D. Gray, and aircra(cid:7) owned jointly by Joseph P. Bara(cid:3)a and two other individuals (each such aircra(cid:7), “Personal Aircra(cid:7)”). Each of Messrs. Schwarzman, Gray and Bara(cid:3)a paid for his respec(cid:2)ve ownership interest in his Personal Aircra(cid:7) himself and bears his respec(cid:2)ve share of all opera(cid:2)ng, personnel and maintenance costs associated with the opera(cid:2)on of such Personal Aircra(cid:7). The payments Blackstone makes for the use of the Personal Aircra(cid:7) are based on current market rates. 213 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) In addi(cid:2)on, on occasion, certain of Blackstone’s execu(cid:2)ve oﬃcers and employee directors and their families may make personal use of aircra(cid:7) in which Blackstone owns a frac(cid:2)onal interest, as well as other assets of Blackstone. Any such personal use of Blackstone assets is charged to the execu(cid:2)ve oﬃcer or employee director based on market rates and usage. Personal use of Blackstone resources is also reimbursed to Blackstone based on market rates. The transac(cid:2)ons described herein are not material to the Consolidated Financial Statements. Tax Receivable Agreements Blackstone used a por(cid:2)on of the proceeds from the IPO and other sales of shares to purchase interests in the predecessor businesses from the predecessor owners. In addi(cid:2)on, holders of Blackstone Holdings Partnership Units may exchange their Blackstone Holdings Partnership Units for shares of Blackstone common stock on a one-for-one basis. The purchase and subsequent exchanges are expected to result in increases in the tax basis of the tangible and intangible assets of Blackstone Holdings and therefore reduce the amount of tax that Blackstone would otherwise be required to pay in the future. Blackstone has entered into tax receivable agreements with each of the predecessor owners and addi(cid:2)onal tax receivable agreements have been executed, and will con(cid:2)nue to be executed, with newly-admi(cid:3)ed 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 aforemen(cid:2)oned increases in tax basis and of certain other tax beneﬁts related to entering into these tax receivable agreements. For purposes of the tax receivable agreements, cash savings in income tax will be computed by comparing the actual income tax liability of the corporate taxpayers to the amount of such taxes that the corporate taxpayers would have been required to pay had there been no increase to the tax basis of the tangible and intangible assets of Blackstone Holdings as a result of the exchanges and had the corporate taxpayers not entered into the tax receivable agreements. Assuming no future material changes in the relevant tax law and that the corporate taxpayers earn suﬃcient taxable income to realize the full tax beneﬁt of the increased amor(cid:2)za(cid:2)on 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 a(cid:7)er-tax net present value of these es(cid:2)mated payments totals $434.5 million assuming a 15% discount rate and using Blackstone’s most recent projec(cid:2)ons rela(cid:2)ng to the es(cid:2)mated (cid:2)ming of the beneﬁt to be received. Future payments under the tax receivable agreements in respect of subsequent exchanges would be in addi(cid:2)on to these amounts. The payments under the tax receivable agreements are not condi(cid:2)oned upon con(cid:2)nued ownership of Blackstone equity interests by the pre-IPO owners and the others men(cid:2)oned above. Subsequent to December 31, 2021, payments totaling $47.4 million were made to certain pre-IPO owners and others men(cid:2)oned above in accordance with the tax receivable agreement and related to tax beneﬁts Blackstone received for the 2020 taxable year. Amounts related to the deferred tax asset resul(cid:2)ng from the increase in tax basis from the exchange of Blackstone Holdings Partnership Units to shares of Blackstone common stock, the resul(cid:2)ng remeasurement of net deferred tax assets at the Blackstone ownership percentage at the balance sheet date, the due to aﬃliates for the future payments resul(cid:2)ng from the tax receivable agreements and resul(cid:2)ng adjustment to partners’ capital are included as Acquisi(cid:2)on of Ownership Interests from Non-Controlling Interest Holders in the Supplemental Disclosure of Non-Cash Inves(cid:2)ng and Financing Ac(cid:2)vi(cid:2)es in the Consolidated Statements of Cash Flows. 214 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) Other Blackstone does business with and on behalf of some of its Por(cid:6)olio Companies; all such arrangements are on a nego(cid:2)ated basis. Addi(cid:2)onally, please see Note 19. “Commitments and Con(cid:2)ngencies — Con(cid:2)ngencies — Guarantees” for informa(cid:2)on regarding guarantees provided to a lending ins(cid:2)tu(cid:2)on for certain loans held by employees. 19. Commitments and Con(cid:2)ngencies Commitments Investment Commitments Blackstone had $3.5 billion of investment commitments as of December 31, 2021 represen(cid:2)ng 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 $275.3 million as of December 31, 2021 which includes $116.5 million of signed investment commitments for por(cid:6)olio company acquisi(cid:2)ons in the process of closing. Regulated En(cid:2)(cid:2)es Certain U.S. and non-U.S. en(cid:2)(cid:2)es are subject to various investment adviser and other ﬁnancial regulatory rules and requirements that may include minimum net capital requirements. These en(cid:2)(cid:2)es have con(cid:2)nuously operated in excess of these requirements. This includes a number of U.S. en(cid:2)(cid:2)es that are registered as investment advisers with the SEC. These regulatory capital requirements may restrict Blackstone’s ability to withdraw capital from its en(cid:2)(cid:2)es. At December 31, 2021, $55.9 million of net assets of consolidated en(cid:2)(cid:2)es may be restricted as to the payment of cash dividends and advances to Blackstone. Con(cid:2)ngencies Guarantees Certain of Blackstone’s consolidated real estate funds guarantee payments to third par(cid:2)es in connec(cid:2)on with the ongoing business ac(cid:2)vi(cid:2)es and/or acquisi(cid:2)ons of their Por(cid:6)olio Companies. There is no direct recourse to Blackstone to fulﬁll such obliga(cid:2)ons. To the extent that underlying funds are required to fulﬁll guarantee obliga(cid:2)ons, 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 $19.4 million as of December 31, 2021. The Blackstone Holdings Partnerships provided guarantees to a lending ins(cid:2)tu(cid:2)on for certain loans held by employees either for investment in Blackstone Funds or for members’ capital contribu(cid:2)ons to The Blackstone Group Interna(cid:2)onal Partners LLP. The amount guaranteed as of December 31, 2021 was $245.6 million. Li(cid:2)ga(cid:2)on Blackstone may from (cid:2)me to (cid:2)me be involved in li(cid:2)ga(cid:2)on and claims incidental to the conduct of its business. Blackstone’s businesses are also subject to extensive regula(cid:2)on, which may result in regulatory proceedings against Blackstone. 215 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) Blackstone accrues a liability for legal proceedings only when those ma(cid:3)ers present loss con(cid:2)ngencies that are both probable and reasonably es(cid:2)mable. 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 ac(cid:2)ons, based on informa(cid:2)on known by management, Blackstone does not have a poten(cid:2)al liability related to any current legal proceeding or claim that would individually or in the aggregate materially aﬀect its results of opera(cid:2)ons, ﬁnancial posi(cid:2)on or cash ﬂows. Blackstone con(cid:2)nues to believe that the following suits against Blackstone are totally without merit and intends to defend them vigorously. In December 2017, a purported deriva(cid:2)ve suit (Mayberry v. KKR & Co., L.P., et al., or “Mayberry Ac(cid:2)on”) was ﬁled in the Commonwealth of Kentucky Franklin County Circuit Court on behalf of the Kentucky Re(cid:2)rement System (“KRS”) by eight of its members and beneﬁciaries (the “Mayberry Plain(cid:2)ﬀs”) alleging various breaches of ﬁduciary duty and other viola(cid:2)ons of Kentucky state law in connec(cid:2)on with KRS’s investment in three hedge funds of funds, including a fund managed by Blackstone Alterna(cid:2)ve Asset Management L.P. (“BLP”). The suit named more than 30 defendants, including, among others, The Blackstone Group L.P.; BLP; Stephen A. Schwarzman, as Chairman and CEO of Blackstone; and J. Tomilson Hill, as then-CEO of BLP (collec(cid:2)vely, the “Blackstone Defendants”), as well as en(cid:2)(cid:2)es and individuals that provided services to or were aﬃliated with KRS. In November 2018, the Circuit Court granted one defendant’s mo(cid:2)on to dismiss and denied all other defendants’ (including the Blackstone Defendants’) mo(cid:2)ons to dismiss. In January 2019, certain defendants, including the Blackstone Defendants, ﬁled pe(cid:2)(cid:2)ons in the Kentucky Court of Appeals for a writ of prohibi(cid:2)on against the Mayberry proceedings on the ground that the Mayberry Plain(cid:2)ﬀs lack standing. In April 2019, the Kentucky Court of Appeals granted the Blackstone Defendants’ pe(cid:2)(cid:2)on for a writ of prohibi(cid:2)on and vacated the Circuit Court’s November 2018 denial of a mo(cid:2)on to dismiss. The Mayberry Plain(cid:2)ﬀs appealed that order to the Kentucky Supreme Court. In July 2020, the Kentucky Supreme Court unanimously held that the Mayberry Plain(cid:2)ﬀs lack cons(cid:2)tu(cid:2)onal standing to bring their claims and remanded the case to the Circuit Court with direc(cid:2)on to dismiss the complaint. The Kentucky A(cid:3)orney General (the “AG”) subsequently ﬁled a mo(cid:2)on to intervene and a proposed intervening complaint in the Mayberry Ac(cid:2)on on behalf of the Commonwealth of Kentucky. The Blackstone Defendants ﬁled an objec(cid:2)on to that mo(cid:2)on. The AG subsequently ﬁled a separate ac(cid:2)on in Franklin County Circuit Court that is nearly iden(cid:2)cal to the proposed intervening complaint. In addi(cid:2)on, in July 2020, certain of the Mayberry Plain(cid:2)ﬀs ﬁled a mo(cid:2)on for leave to amend their complaint. In December 2020, the Circuit Court dismissed the Mayberry Plain(cid:2)ﬀs’ complaint for lack of standing, denied the Mayberry Plain(cid:2)ﬀs’ mo(cid:2)on for leave to amend, and granted the AG’s mo(cid:2)on to intervene. The ac(cid:2)on was recap(cid:2)oned as Commonwealth of Kentucky v. KKR & Co. L.P., et al. In May 2021, the AG ﬁled its ﬁrst amended complaint, which generally asserts the same allega(cid:2)ons and claims as the AG’s proposed intervening complaint and the Mayberry Plain(cid:2)ﬀs’ original complaint. The Blackstone Defendants ﬁled a mo(cid:2)on to dismiss the ﬁrst amended complaint. Brieﬁng on this mo(cid:2)on was completed in October 2021, and oral argument was held in December 2021. Discovery is ongoing. In December 2020, three poten(cid:2)ally new deriva(cid:2)ve plain(cid:2)ﬀs brought a mo(cid:2)on in the Circuit Court for leave to ﬁle a third amended complaint alleging that they had standing. They also ﬁled a mo(cid:2)on to intervene in February 2021. The Circuit Court denied both mo(cid:2)ons. In August 2021, the Mayberry Plain(cid:2)ﬀs and a KRS beneﬁciary who had not previously been involved in the suit ﬁled another mo(cid:2)on to intervene. The Circuit Court denied this mo(cid:2)on. In October 2021, the various purported deriva(cid:2)ve plain(cid:2)ﬀs who had been denied a role in the AG’s li(cid:2)ga(cid:2)on appealed the Circuit Court’s orders denying their mo(cid:2)ons to intervene and for leave to ﬁle amended complaints. In November 2021, the Blackstone Defendants ﬁled a cross-appeal of those orders. On January 20, 2022, the defendants, including the Blackstone 216 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) Defendants, moved to dismiss the appeal of the purported deriva(cid:2)ve plain(cid:2)ﬀs, and on January 31, 2022, the purported deriva(cid:2)ve plain(cid:2)ﬀs moved to voluntarily dismiss their own appeal. In February 2022, the defendants, including the Blackstone Defendants, ﬁled a response to the purported deriva(cid:2)ve plain(cid:2)ﬀs’ mo(cid:2)on to voluntarily dismiss the appeal, arguing both the appeal and the underlying case should be dismissed for lack of subject ma(cid:3)er jurisdic(cid:2)on. In January 2021, certain deriva(cid:2)ve plain(cid:2)ﬀs who had previously a(cid:3)empted to intervene in the AG’s ac(cid:2)on ﬁled a separate deriva(cid:2)ve ac(cid:2)on (Taylor et al. v. KKR & Co., L.P. et al. or “Taylor I”) in Franklin County Circuit Court that is substan(cid:2)ally the same as the amended complaint they had sought to ﬁle in the AG’s ac(cid:2)on. In July 2021, these plain(cid:2)ﬀs ﬁled their ﬁrst amended complaint, which is styled as a purported “class” complaint brought on behalf of certain KRS beneﬁciaries. The Blackstone Defendants and other defendants removed this purported class ac(cid:2)on to federal court in the United States District Court for the Eastern District of Kentucky and the plain(cid:2)ﬀs moved to remand back to state court. Brieﬁng on that mo(cid:2)on was completed in September 2021. In August 2021, certain KRS beneﬁciaries (including the deriva(cid:2)ve plain(cid:2)ﬀs whose ac(cid:2)on was removed to federal court) ﬁled a separate ac(cid:2)on (Taylor et al. v. KKR & Co., L.P. et al. or “Taylor II”) in Franklin County Circuit Court in their capacity as beneﬁciaries, allegedly suing for the beneﬁt of the pension and insurance trust funds administered by KRS. The Taylor II complaint named the same defendants who were sued in Taylor I, as well as addi(cid:2)onal current and former KRS oﬃcers and trustees. The defendants, including the Blackstone Defendants, moved to dismiss the complaint. Brieﬁng on the mo(cid:2)ons to dismiss was completed in January 2022. In April 2021, the AG ﬁled a declaratory judgment ac(cid:2)on (Commonwealth of Kentucky v. KKR & Co. Inc. or “Declaratory Judgment Ac(cid:2)on”) in Franklin County Circuit Court on behalf of the Commonwealth of Kentucky. The AG’s complaint alleges that certain provisions in the subscrip(cid:2)on agreements between KRS and the managers of the three funds at issue in the Mayberry Ac(cid:2)on violate the Kentucky Cons(cid:2)tu(cid:2)on. The suit named as defendants BLP, Blackstone Inc., and others named in the Mayberry Ac(cid:2)on. In August 2021, the AG ﬁled an amended complaint that no longer stated claims against Blackstone Inc., but added claims against a BLP aﬃliate and a BLP-managed fund. The par(cid:2)es ﬁled a s(cid:2)pula(cid:2)on dismissing with prejudice claims against these two en(cid:2)(cid:2)es, and withdrawing a separate newly added claim. The AG moved for summary judgment, and the defendants—including BLP—ﬁled mo(cid:2)ons to dismiss. Brieﬁng on these mo(cid:2)ons was completed and oral argument was held in November 2021. In July 2021, BLP ﬁled a complaint in the Franklin County Circuit Court (Blackstone Alterna(cid:2)ve Asset Management L.P. v. Kentucky Public Pensions Authority et al. or “the Breach of Contract Ac(cid:2)on”) asser(cid:2)ng claims for breach of contract against Kentucky Public Pensions Authority, Board of Trustees of KRS, Board of Trustees of the County Employees Re(cid:2)rement System (“CERS”), KRS Insurance Fund, and KRS Pension Fund. The complaint alleges that KRS’s support and prosecu(cid:2)on of the Mayberry Ac(cid:2)on and the Declaratory Judgment Ac(cid:2)on breaches the par(cid:2)es’ subscrip(cid:2)on agreements governing KRS’s investment with BLP and seeks damages ﬂowing from that breach, including legal fees and expenses incurred in defending against the above ac(cid:2)ons. The KRS defendants and CERS ﬁled mo(cid:2)ons to dismiss BLP’s complaint. Brieﬁng on these mo(cid:2)ons was completed in October 2021, and oral argument was held in November 2021. Con(cid:2)ngent Obliga(cid:2)ons (Clawback) Performance Alloca(cid:2)ons are subject to clawback to the extent that the Performance Alloca(cid:2)ons received to date with respect to a fund exceeds the amount due to Blackstone based on cumula(cid:2)ve results of that fund. The actual clawback liability, however, generally does not become realized un(cid:2)l the end of a fund’s life except for certain Blackstone real estate funds, mul(cid:2)-asset class investment funds and credit-focused funds, which may have an interim clawback liability. The lives of the carry funds, including available contemplated extensions, for which a liability for poten(cid:2)al clawback obliga(cid:2)ons has been recorded for ﬁnancial repor(cid:2)ng purposes, are currently an(cid:2)cipated to expire at various points through 2026. Further extensions of such terms may be implemented under given circumstances. 217 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) For ﬁnancial repor(cid:2)ng purposes, when applicable, the general partners record a liability for poten(cid:2)al clawback obliga(cid:2)ons 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 Alloca(cid:2)on distribu(cid:2)ons with respect to such fund’s realized investments. The following table presents the clawback obliga(cid:2)ons by segment: Segment Real Estate Private Equity Credit & Insurance Blackstone Holdings 2021 Current and Former Personnel (a) December 31, Total (b) Blackstone Holdings 2020 Current and Former Personnel (a) $ $ 34,080 $ 5,158 12,439 51,677 $ 20,186 $ 2,196 14,641 37,023 $ 54,266 $ 7,354 27,080 88,700 $ 28,283 $ 41,722 13,935 83,940 $ 17,102 $ (8,623) 16,150 24,629 $ Total (b) 45,385 33,099 30,085 108,569 (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 18. “Related Party Transac(cid:2)ons — Aﬃliate Receivables and Payables — Due to Aﬃliates.” During the year ended December 31, 2021, the Blackstone general partners paid a cash clawback obliga(cid:2)on of $3.0 million rela(cid:2)ng to Blackstone Credit of which $1.5 million was paid by Blackstone Holdings and $1.6 million by current and former Blackstone personnel. For Private Equity, Real Estate, and certain Credit & Insurance Funds, a por(cid:2)on of the Performance Alloca(cid:2)ons paid to current and former Blackstone personnel is held in segregated accounts in the event of a cash clawback obliga(cid:2)on. These segregated accounts are not included in the Consolidated Financial Statements of Blackstone, except to the extent a por(cid:2)on of the assets held in the segregated accounts may be allocated to a consolidated Blackstone fund of hedge funds. At December 31, 2021, $1.0 billion was held in segregated accounts for the purpose of mee(cid:2)ng any clawback obliga(cid:2)ons of current and former personnel if such payments are required. In the Credit & Insurance segment, payment of Performance Alloca(cid:2)ons to Blackstone by the majority of the stressed/distressed, mezzanine and credit alpha strategies funds are substan(cid:2)ally deferred under the terms of the partnership agreements. This deferral mi(cid:2)gates the need to hold funds in segregated accounts in the event of a cash clawback obliga(cid:2)on. If, at December 31, 2021, all of the investments held by Blackstone’s carry funds were deemed worthless, a possibility that management views as remote, the amount of Performance Alloca(cid:2)ons subject to poten(cid:2)al clawback would be $4.9 billion, on an a(cid:7)er-tax basis where applicable, of which Blackstone Holdings is poten(cid:2)ally liable for $4.5 billion if current and former Blackstone personnel default on their share of the liability, a possibility that management also views as remote. 218 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) 20. Segment Repor(cid:2)ng Blackstone transacts its primary business in the United States and substan(cid:2)ally all of its revenues are generated domes(cid:2)cally. Blackstone conducts its alterna(cid:2)ve asset management businesses through four segments: • Real Estate – Blackstone’s Real Estate segment primarily comprises its management of opportunis(cid:2)c real estate funds, Core+ real estate funds, high-yield real estate debt funds, liquid real estate debt funds. • • • 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 opportunis(cid:2)c investment pla(cid:6)orm, a secondary fund of funds business, infrastructure-focused funds, a life sciences investment pla(cid:6)orm, a growth equity investment pla(cid:6)orm, a mul(cid:2)-asset investment program for eligible high net worth investors and a capital markets services business. Hedge Fund Solu(cid:2)ons – The largest component of Blackstone’s Hedge Fund Solu(cid:2)ons segment is Blackstone Alterna(cid:2)ve Asset Management, which manages a broad range of commingled and customized hedge fund of fund solu(cid:2)ons. The segment also includes a GP Stakes business and investment pla(cid:6)orms that invest directly, as well as investment pla(cid:6)orms that seed new hedge fund businesses and create alterna(cid:2)ve solu(cid:2)ons through daily liquidity products. Credit & Insurance – Blackstone’s Credit & Insurance segment consists principally of Blackstone Credit, which is organized into two overarching strategies: private credit (which includes mezzanine lending funds, stressed/distressed strategies, energy strategies and direct lending funds) and liquid credit (which consists of CLOs, closed-ended funds, open-ended funds and separately managed accounts). In addi(cid:2)on, the segment includes an insurer-focused pla(cid:6)orm, an asset-based lending pla(cid:6)orm and publicly traded master limited partnership investment pla(cid:6)orm. These business segments are diﬀeren(cid:2)ated 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 opera(cid:2)ng 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 Realiza(cid:2)ons for each segment. Blackstone’s segments are presented on a basis that deconsolidates Blackstone Funds, eliminates non-controlling ownership interests in Blackstone’s consolidated opera(cid:2)ng partnerships, removes the amor(cid:2)za(cid:2)on of intangible assets and removes Transac(cid:2)on-Related Charges. Transac(cid:2)on-Related Charges arise from corporate ac(cid:2)ons including acquisi(cid:2)ons, dives(cid:2)tures and Blackstone’s ini(cid:2)al public oﬀering. They consist primarily of equity-based compensa(cid:2)on charges, gains and losses on con(cid:2)ngent considera(cid:2)on arrangements, changes in the balance of the Tax Receivable Agreement resul(cid:2)ng from a change in tax law or similar event, transac(cid:2)on costs and any gains or losses associated with these corporate ac(cid:2)ons. For segment repor(cid:2)ng purposes, Segment Distributable Earnings is presented along with its major components, Fee Related Earnings and Net Realiza(cid:2)ons. 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 realiza(cid:2)on events. Net Realiza(cid:2)ons is the sum of Realized Principal Investment Income and Realized Performance Revenues less Realized Performance Compensa(cid:2)on. Performance Alloca(cid:2)ons and Incen(cid:2)ve Fees are presented together and referred to collec(cid:2)vely as Performance Revenues or Performance Compensa(cid:2)on. 219 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) Segment Presenta(cid:2)on The following tables present the ﬁnancial data for Blackstone’s four segments as of December 31, 2021 and 2020, and for the years ended December 31, 2021, 2020 and 2019. Management and Advisory Fees, Net Base Management Fees Transac(cid:2)on, Advisory and Other Fees, Net Management Fee Oﬀsets Total Management and Advisory Fees, Net Fee Related Performance Revenues Fee Related Compensa(cid:2)on Other Opera(cid:2)ng Expenses Fee Related Earnings Realized Performance Revenues Realized Performance Compensa(cid:2)on Realized Principal Investment Income Total Net Realiza(cid:2)ons Total Segment Distributable Earnings Segment Assets Real Estate December 31, 2021 and the Year Then Ended Credit & Hedge Fund Insurance Solu(cid:2)ons Private Equity Total Segments 160,395 (3,499) $ 1,895,412 $ 1,521,273 $ 174,905 (33,247) 2,052,308 1,662,931 212,128 1,695,019 (662,824) (1,161,349) (264,468) (234,505) 2,351,473 947,767 1,119,612 2,263,099 (943,199) (443,220) 196,869 263,368 873,261 1,583,268 $ 3,224,734 $ 2,531,035 $ 636,685 $ 11,770 (572) 647,883 — (156,515) (94,792) 396,576 290,980 (76,701) 56,733 271,012 667,588 $ 765,905 $ 4,819,275 391,938 44,868 (43,971) (6,653) 804,120 5,167,242 118,097 2,025,244 (367,322) (2,348,010) (199,912) (793,677) 354,983 4,050,799 209,421 3,883,112 (94,450) (1,557,570) 70,796 587,766 185,767 2,913,308 540,750 $ 6,964,107 $14,866,437 $15,242,626 $ 2,791,939 $ 6,522,091 $39,423,093 220 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) Real Estate December 31, 2020 and the Year Then Ended Credit & Insurance Hedge Fund Solu(cid:2)ons Private Equity Total Segments Management and Advisory Fees, Net Base Management Fees Transac(cid:2)on, Advisory and Other Fees, Net Management Fee Oﬀsets Total Management and Advisory Fees, Net Fee Related Performance Revenues Fee Related Compensa(cid:2)on Other Opera(cid:2)ng Expenses Fee Related Earnings Realized Performance Revenues Realized Performance Compensa(cid:2)on Realized Principal Investment Income Total Net Realiza(cid:2)ons Total Segment Distributable Earnings 98,225 (13,020) $ 1,553,483 $ 1,232,028 $ 82,440 (44,628) 1,638,688 1,269,840 — (455,538) (195,213) 619,089 877,493 (366,949) 72,089 582,633 $ 1,675,446 $ 1,201,722 $ 338,161 (618,105) (183,132) 1,175,612 787,768 (312,698) 24,764 499,834 582,830 $ 5,899 (650) 588,079 — (161,713) (79,758) 346,608 179,789 (31,224) 54,110 202,675 549,283 $ 603,713 $ 3,972,054 207,875 21,311 (68,764) (10,466) 614,558 4,111,165 378,676 40,515 (261,214) (1,496,570) (623,217) (165,114) 228,745 2,370,054 20,943 1,865,993 (3,476) (714,347) 158,933 7,970 25,437 1,310,579 254,182 $ 3,680,633 Segment Assets $ 8,562,294 $10,137,928 $ 2,472,206 $ 3,722,391 $24,894,819 Year Ended December 31, 2019 Real Estate Private Equity Hedge Fund Solu(cid:2)ons Credit & Insurance Total Segments Management and Advisory Fees, Net Base Management Fees Transac(cid:2)on, Advisory and Other Fees, Net Management Fee Oﬀsets Total Management and Advisory Fees, Net Fee Related Performance Revenues Fee Related Compensa(cid:2)on Other Opera(cid:2)ng Expenses Fee Related Earnings Realized Performance Revenues Realized Performance Compensa(cid:2)on Realized Principal Investment Income Total Net Realiza(cid:2)ons Total Segment Distributable Earnings $ 1,116,183 $ 175,831 (26,836) 586,535 $ 3,245,930 986,482 $ 556,730 $ 314,420 19,882 3,533 115,174 (76,114) (11,813) (138) (37,327) 594,604 3,484,236 560,125 1,265,178 1,064,329 212,001 13,764 — — (229,607) (1,336,578) (151,960) (423,752) (571,142) (160,801) (81,999) (160,010) 217,960 1,788,517 326,166 480,567 32,737 1,660,642 126,576 468,992 (12,972) (603,935) (24,301) (192,566) 224,155 32,466 21,707 90,249 123,982 366,675 52,231 1,280,862 450,148 $ 270,191 $ 3,069,379 847,242 $ 198,237 (531,259) (168,332) 763,824 1,032,337 (374,096) 79,733 737,974 $ 1,501,798 $ 221 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) Reconcilia(cid:2)ons of Total Segment Amounts The following tables reconcile the Total Segment Revenues, Expenses and Distributable Earnings to their equivalent GAAP measure for the years ended December 31, 2021, 2020 and 2019 along with Total Assets as of December 31, 2021 and 2020: 2021 Year Ended December 31, 2020 2019 Revenues Total GAAP Revenues Less: Unrealized Performance Revenues (a) Less: Unrealized Principal Investment (Income) Loss (b) Less: Interest and Dividend Revenue (c) Less: Other Revenue (d) Impact of Consolida(cid:2)on (e) Amor(cid:2)za(cid:2)on of Intangibles (f) Transac(cid:2)on-Related Charges (g) Intersegment Elimina(cid:2)ons Total Segment Revenue (h) Expenses Total GAAP Expenses Less: Unrealized Performance Alloca(cid:2)ons Compensa(cid:2)on (i) Less: Equity-Based Compensa(cid:2)on (j) Less: Interest Expense (k) Impact of Consolida(cid:2)on (e) Amor(cid:2)za(cid:2)on of Intangibles (f) Transac(cid:2)on-Related Charges (g) Administra(cid:2)ve Fee Adjustment (l) Intersegment Elimina(cid:2)ons Total Segment Expenses (m) Other Income Total GAAP Other Income Impact of Consolida(cid:2)on (e) Total Segment Other Income $ 22,577,148 $ (8,675,246) (679,767) (163,044) (202,885) (1,197,854) — 660 4,352 7,338,270 (1,126,668) (113,327) (192,593) (79,447) (88,164) 1,548 (168,170) 9,585 $ 11,663,364 $ 6,514,767 $ 5,581,034 6,101,927 $ 384,758 101,742 (130,112) 253,693 (234,148) 1,548 29,837 5,522 2021 Year Ended December 31, 2020 2019 $ 9,476,617 $ (3,778,048) (559,537) (196,632) (25,673) (68,256) (143,378) (10,188) 4,352 3,964,651 (540,285) (230,194) (195,034) (55,902) (64,383) (376,783) — 9,585 $ 4,699,257 $ 2,834,134 $ 2,511,655 3,479,566 $ 154,516 (333,767) (165,022) (26,088) (64,436) (210,892) (5,265) 5,522 2021 Year Ended December 31, 2020 2019 $ $ 458,865 $ (458,865) — $ (4,841) $ 444,396 (444,396) — 4,841 — $ 222 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) Income Before Provision (Beneﬁt) for Taxes Total GAAP Income Before Provision (Beneﬁt) for Taxes Less: Unrealized Performance Revenues (a) Less: Unrealized Principal Investment (Income) Loss (b) Less: Interest and Dividend Revenue (c) Less: Other Revenue (d) Plus: Unrealized Performance Alloca(cid:2)ons Compensa(cid:2)on (i) Plus: Equity-Based Compensa(cid:2)on (j) Plus: Interest Expense (k) Impact of Consolida(cid:2)on (e) Amor(cid:2)za(cid:2)on of Intangibles (f) Transac(cid:2)on-Related Charges (g) Administra(cid:2)ve Fee Adjustment (l) Total Segment Distributable Earnings Total Assets Total GAAP Assets Impact of Consolida(cid:2)on (e) Total Segment Assets Year Ended December 31, 2020 2021 2019 $13,559,396 $ 2,617,520 $ 3,818,015 384,758 (1,126,668) (8,675,246) (113,327) 101,742 (679,767) (192,593) (130,112) (163,044) (79,447) 253,693 (202,885) 540,285 (154,516) 3,778,048 230,194 333,767 559,537 195,034 165,022 196,632 (476,658) (203,219) (1,631,046) 65,984 68,256 65,931 208,613 240,729 144,038 — 5,265 10,188 $ 6,964,107 $ 3,680,633 $ 3,069,379 As of December 31, 2021 2020 $41,196,408 $26,269,252 (1,374,433) $39,423,093 $24,894,819 (1,773,315) Segment basis presents revenues and expenses on a basis that deconsolidates the investment funds Blackstone manages and excludes the amor(cid:2)za(cid:2)on of intangibles and Transac(cid:2)on-Related Charges. (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 years ended December 31, 2021, 2020 and 2019, Other Revenue on a GAAP basis was $203.1 million, $(253.1) million and $80.0 million and included $200.6 million, $(257.8) million and $76.4 million of foreign exchange gains (losses), respec(cid:2)vely. (e) This adjustment reverses the eﬀect of consolida(cid:2)ng Blackstone Funds, which are excluded from Blackstone’s segment presenta(cid:2)on. This adjustment includes the elimina(cid:2)on 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 ne(cid:3)ed against Management and Advisory Fees, Net in the Total Segment measures, and the removal of amounts associated with the ownership of Blackstone consolidated opera(cid:2)ng partnerships held by non-controlling interests. (f) This adjustment removes the amor(cid:2)za(cid:2)on of transac(cid:2)on-related intangibles, which are excluded from Blackstone’s segment presenta(cid:2)on. This amount includes amor(cid:2)za(cid:2)on of intangibles associated with Blackstone’s investment in Pátria, which was historically accounted for under the equity method. As a result of Pátria’s IPO in January 2021, equity method has been discon(cid:2)nued and there will no longer be amor(cid:2)za(cid:2)on of intangibles associated with the investment. (g) This adjustment removes Transac(cid:2)on-Related Charges, which are excluded from Blackstone’s segment presenta(cid:2)on. Transac(cid:2)on- Related Charges arise from corporate ac(cid:2)ons including acquisi(cid:2)ons, dives(cid:2)tures, and Blackstone’s ini(cid:2)al public oﬀering. They consist primarily of equity-based compensa(cid:2)on charges, gains and losses on con(cid:2)ngent considera(cid:2)on arrangements, changes in the balance of the Tax Receivable Agreement resul(cid:2)ng from a change in tax law or similar event, transac(cid:2)on costs and any gains or losses associated with these corporate ac(cid:2)ons. 223 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) (h) Total Segment Revenues is comprised of the following: Total Segment Management and Advisory Fees, Net Total Segment Fee Related Performance Revenues Total Segment Realized Performance Revenues Total Segment Realized Principal Investment Income Total Segment Revenues 2021 2019 Year Ended December 31, 2020 $ 5,167,242 $ 4,111,165 $ 3,484,236 2,025,244 212,001 3,883,112 1,865,993 1,660,642 224,155 $11,663,364 $ 6,514,767 $ 5,581,034 378,676 158,933 587,766 (i) This adjustment removes Unrealized Performance Alloca(cid:2)ons Compensa(cid:2)on. (j) This adjustment removes Equity-Based Compensa(cid:2)on on a segment basis. (k) This adjustment adds back Interest Expense on a segment basis, excluding interest expense related to the Tax Receivable Agreement. (l) This adjustment adds an amount equal to an administra(cid:2)ve fee collected on a quarterly basis from certain holders of Blackstone Holdings Partnership Units. The administra(cid:2)ve fee is accounted for as a capital contribu(cid:2)on under GAAP, but is reﬂected as a reduc(cid:2)on of Other Opera(cid:2)ng Expenses in Blackstone’s segment presenta(cid:2)on. (m) Total Segment Expenses is comprised of the following: Total Segment Fee Related Compensa(cid:2)on Total Segment Realized Performance Compensa(cid:2)on Total Segment Other Opera(cid:2)ng Expenses Total Segment Expenses Reconcilia(cid:2)ons of Total Segment Components 2021 Year Ended December 31, 2020 $ 2,348,010 $ 1,496,570 $ 1,336,578 603,935 1,557,570 571,142 793,677 $ 4,699,257 $ 2,834,134 $ 2,511,655 714,347 623,217 2019 The following tables reconcile the components of Total Segments to their equivalent GAAP measures, reported on the Consolidated Statement of Opera(cid:2)ons for the years ended December 31, 2021, 2020 and 2019: Year Ended December 31, 2020 2021 2019 Management and Advisory Fees, Net GAAP Segment Adjustment (a) Total Segment $ 5,170,707 $ 4,092,549 $ 3,472,155 12,081 $ 5,167,242 $ 4,111,165 $ 3,484,236 (3,465) 18,616 224 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) Year Ended December 31, 2020 2021 2019 GAAP Realized Performance Revenues to Total Segment Fee Related Performance Revenues GAAP Incen(cid:2)ve Fees Investment Income — Realized Performance Alloca(cid:2)ons GAAP Total Segment Less: Realized Performance Revenues Segment Adjustment (b) Total Segment GAAP Compensa(cid:2)on to Total Segment Fee Related Compensa(cid:2)on GAAP Compensa(cid:2)on Incen(cid:2)ve Fee Compensa(cid:2)on Realized Performance Alloca(cid:2)ons Compensa(cid:2)on GAAP Total Segment Less: Realized Performance Compensa(cid:2)on Less: Equity-Based Compensa(cid:2)on — Fee Related Compensa(cid:2)on Less: Equity-Based Compensa(cid:2)on — Performance Compensa(cid:2)on Segment Adjustment (c) Total Segment GAAP General, Administra(cid:2)ve and Other to Total Segment Other Opera(cid:2)ng Expenses GAAP Segment Adjustment (d) Total Segment 253,991 $ $ 129,911 5,653,452 2,106,000 1,739,000 5,907,443 2,244,661 1,868,911 138,661 $ (3,883,112) (1,865,993) (1,660,642) 3,732 212,001 913 $ 2,025,244 $ 8 378,676 $ Year Ended December 31, 2020 2021 2019 $ 2,161,973 $ 1,855,619 $ 1,820,330 44,300 98,112 2,311,993 662,942 4,572,078 2,743,274 2,527,572 44,425 843,230 (1,557,570) (551,263) (8,274) (106,961) (603,935) (221,684) (8,510) (356,865) $ 2,348,010 $ 1,496,570 $ 1,336,578 (714,347) (326,116) (7,651) (198,590) Year Ended December 31, 2020 2021 2019 $ 917,847 $ 711,782 $ 679,408 (108,266) 571,142 (124,170) 793,677 $ (88,565) 623,217 $ $ 225 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) Realized Performance Revenues GAAP Incen(cid:2)ve Fees Investment Income — Realized Performance Alloca(cid:2)ons GAAP Total Segment Less: Fee Related Performance Revenues Segment Adjustment (b) Total Segment Realized Performance Compensa(cid:2)on GAAP Incen(cid:2)ve Fee Compensa(cid:2)on Realized Performance Alloca(cid:2)ons Compensa(cid:2)on GAAP Total Segment Less: Fee Related Performance Compensa(cid:2)on (e) Less: Equity-Based Compensa(cid:2)on — Performance Compensa(cid:2)on Total Segment Realized Principal Investment Income GAAP Segment Adjustment (f) Total Segment 2021 Year Ended December 31, 2020 2019 $ 253,991 $ 5,653,452 5,907,443 138,661 $ 2,106,000 2,244,661 129,911 1,739,000 1,868,911 (2,025,244) 913 (212,001) 3,732 $ 3,883,112 $ 1,865,993 $ 1,660,642 (378,676) 8 2021 Year Ended December 31, 2020 2019 $ 98,112 $ 2,311,993 2,410,105 44,425 $ 843,230 887,655 44,300 662,942 707,242 (844,261) (8,274) (94,797) (8,510) $ 1,557,570 $ 714,347 $ 603,935 (165,657) (7,651) 2021 Year Ended December 31, 2020 2019 $ 1,003,822 $ (416,056) 393,478 (169,323) $ 587,766 $ 158,933 $ 224,155 391,628 $ (232,695) Segment basis presents revenues and expenses on a basis that deconsolidates the investment funds Blackstone manages and excludes the amor(cid:2)za(cid:2)on of intangibles, the expense of equity-based awards and Transac(cid:2)on-Related Charges. (a) Represents (1) the add back of net management fees earned from consolidated Blackstone Funds which have been eliminated in consolida(cid:2)on, and (2) the removal of revenue from the reimbursement of certain expenses by the Blackstone Funds, which are presented gross under GAAP but ne(cid:3)ed 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 consolida(cid:2)on. (c) Represents the removal of Transac(cid:2)on-Related Charges that are not recorded in the Total Segment measures. (d) Represents the removal of (1) the amor(cid:2)za(cid:2)on of transac(cid:2)on-related intangibles, and (2) certain expenses reimbursed by the Blackstone Funds, which are presented gross under GAAP but ne(cid:3)ed against Management and Advisory Fees, Net in the Total Segment measures. Beginning in the year ended December 31, 2020, this adjustment includes a reduc(cid:2)on equal to an administra(cid:2)ve fee collected on a quarterly basis from certain holders of Blackstone Holdings Partnership Units which is accounted for as a capital contribu(cid:2)on under GAAP, but is reﬂected as a reduc(cid:2)on of Other Opera(cid:2)ng Expenses in Blackstone’s segment presenta(cid:2)on. 226 Blackstone Inc. Notes to Consolidated Financial Statements—Con(cid:2)nued (All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted) (e) Fee related performance compensa(cid:2)on may include equity-based compensa(cid:2)on 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 consolida(cid:2)on, and (2) the removal of amounts associated with the ownership of Blackstone consolidated opera(cid:2)ng partnerships held by non-controlling interests. 21. Subsequent Events On January 10, 2022, Blackstone issued $500 million aggregate principal amount of 2.550% senior notes due March 30, 2032 and $1.0 billion aggregate principal amount of 3.200% senior notes due January 30, 2052. For addi(cid:2)onal informa(cid:2)on see Note 13. “Borrowings.” 227 Item 8A. Unaudited Supplemental Presenta(cid:2)on of Statements of Financial Condi(cid:2)on Blackstone Inc. Unaudited Consolida(cid:2)ng Statements of Financial Condi(cid:2)on (Dollars in Thousands) $ $ $ Assets Cash and Cash Equivalents Cash Held by Blackstone Funds and Other Investments Accounts Receivable Due from Aﬃliates Intangible Assets, Net Goodwill Other Assets Right-of-Use Assets Deferred Tax Assets Total Assets Liabili(cid:2)es and Equity Loans Payable Due to Aﬃliates Accrued Compensa(cid:2)on and Beneﬁts Securi(cid:2)es Sold, Not Yet Purchased Repurchase Agreements Opera(cid:2)ng Lease Liabili(cid:2)es Accounts Payable, Accrued Expenses and Other Liabili(cid:2)es Total Liabili(cid:2)es Redeemable Non-Controlling Interests in Consolidated En(cid:2)(cid:2)es Equity Common Stock Series I Preferred Stock Series II Preferred Stock Addi(cid:2)onal Paid-in-Capital Retained Earnings (Deﬁcit) Accumulated Other Comprehensive Loss Non-Controlling Interests in Consolidated En(cid:2)(cid:2)es Non-Controlling Interests in Blackstone Holdings Total Equity Total Liabili(cid:2)es and Equity $ December 31, 2021 Consolidated Opera(cid:2)ng Partnerships Consolidated Blackstone Funds (a) Reclasses and Elimina(cid:2)ons Consolidated 2,119,738 $ — 27,041,225 571,936 4,652,295 284,384 1,890,202 492,685 788,991 1,581,637 39,423,093 $ 7,748,062 $ 1,812,223 7,905,070 4,292 42,000 908,033 926,749 19,346,429 22,002 7 — — 5,794,727 3,647,785 (19,626) 4,017,297 6,614,472 20,054,662 39,423,093 $ — $ 79,994 2,018,829 64,680 15,031 — — 251 — — 2,178,785 $ 101 $ 104,334 — 23,557 15,980 — 10,420 154,392 46,026 — — — 349,822 45,189 — 1,583,356 — 1,978,367 2,178,785 $ — $ — (395,011) — (10,459) — — — — — (405,470) $ — $ (10,459) — — — — — (10,459) — — — — (349,822) (45,189) — — — (395,011) (405,470) $ 2,119,738 79,994 28,665,043 636,616 4,656,867 284,384 1,890,202 492,936 788,991 1,581,637 41,196,408 7,748,163 1,906,098 7,905,070 27,849 57,980 908,033 937,169 19,490,362 68,028 7 — — 5,794,727 3,647,785 (19,626) 5,600,653 6,614,472 21,638,018 41,196,408 228 Blackstone Inc. Unaudited Consolida(cid:2)ng Statements of Financial Condi(cid:2)on—Con(cid:2)nued (Dollars in Thousands) December 31, 2020 Consolidated Opera(cid:2)ng Partnerships Consolidated Blackstone Funds (a) Reclasses and Elimina(cid:2)ons Consolidated $ $ $ Assets Cash and Cash Equivalents Cash Held by Blackstone Funds and Other Investments Accounts Receivable Due from Aﬃliates Intangible Assets, Net Goodwill Other Assets Right-of-Use Assets Deferred Tax Assets Total Assets Liabili(cid:2)es and Equity Loans Payable Due to Aﬃliates Accrued Compensa(cid:2)on and Beneﬁts Securi(cid:2)es Sold, Not Yet Purchased Repurchase Agreements Opera(cid:2)ng Lease Liabili(cid:2)es Accounts Payable, Accrued Expenses and Other Liabili(cid:2)es Total Liabili(cid:2)es Redeemable Non-Controlling Interests in Consolidated En(cid:2)(cid:2)es Equity Common Stock Series I Preferred Stock Series II Preferred Stock Addi(cid:2)onal Paid-in-Capital Retained Earnings (Deﬁcit) Accumulated Other Comprehensive Loss Non-Controlling Interests in Consolidated En(cid:2)(cid:2)es Non-Controlling Interests in Blackstone Holdings Total Equity Total Liabili(cid:2)es and Equity $ (a) The Consolidated Blackstone Funds consisted of the following: Blackstone / GSO Global Dynamic Credit Feeder Fund (Cayman) LP 1,999,484 $ — 14,425,035 746,059 3,224,522 347,955 1,901,485 480,760 526,943 1,242,576 24,894,819 $ 5,644,554 $ 1,070,955 3,433,260 9,324 — 620,844 679,883 11,458,820 21,999 7 — — 6,332,105 335,762 (15,831) 2,930,809 3,831,148 13,414,000 24,894,819 $ — $ 64,972 1,455,008 120,099 10,001 — — 262 — — 1,650,342 $ 99 $ 77,095 — 41,709 76,808 — 37,221 232,932 43,162 — — — 269,235 (6,335) — 1,111,348 — 1,374,248 1,650,342 $ — $ — (262,901) — (13,008) — — — — — (275,909) $ — $ (13,009) — — — — — (13,009) — 1,999,484 64,972 15,617,142 866,158 3,221,515 347,955 1,901,485 481,022 526,943 1,242,576 26,269,252 5,644,653 1,135,041 3,433,260 51,033 76,808 620,844 717,104 11,678,743 65,161 — — — (269,235) 6,335 — — — (262,900) (275,909) $ 7 — — 6,332,105 335,762 (15,831) 4,042,157 3,831,148 14,525,348 26,269,252 229 Blackstone / GSO Global Dynamic Credit Funding Designated Ac(cid:2)vity Company Blackstone / GSO Global Dynamic Credit Master Fund Blackstone / GSO Global Dynamic Credit USD Feeder Fund (Ireland) Blackstone Annex Onshore Fund L.P.* Blackstone Horizon Fund L.P.* Blackstone Real Estate Special Situa(cid:2)ons Holdings L.P. Blackstone Strategic Alliance Fund L.P. BTD CP Holdings LP Mezzanine side-by-side investment vehicles Private equity side-by-side investment vehicles Real estate side-by-side investment vehicles Hedge Fund Solu(cid:2)ons side-by-side investment vehicles. * Consolidated as of December 31, 2021 only. Item 9. Changes in and Disagreements With Accountants on Accoun(cid:2)ng and Financial Disclosure None. Item 9A. 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 Securi(cid:2)es Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that informa(cid:2)on 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 (cid:2)me periods speciﬁed in Securi(cid:2)es and Exchange Commission rules and forms, and that such informa(cid:2)on is accumulated and communicated to our management, including our Chief Execu(cid:2)ve Oﬃcer and Chief Financial Oﬃcer, as appropriate, to allow (cid:2)mely decisions regarding required disclosure. In designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evalua(cid:2)ng the cost-beneﬁt rela(cid:2)onship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assump(cid:2)ons about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all poten(cid:2)al future condi(cid:2)ons. Any controls and procedures, no ma(cid:3)er how well designed and operated, can provide only reasonable assurance of achieving the desired objec(cid:2)ves. Our management, including our Chief Execu(cid:2)ve Oﬃcer and Chief Financial Oﬃcer, evaluated the eﬀec(cid:2)veness 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 evalua(cid:2)on, our Chief Execu(cid:2)ve 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 eﬀec(cid:2)ve at the reasonable assurance level to accomplish their objec(cid:2)ves of ensuring that informa(cid:2)on we are required to disclose in reports that we ﬁle or submit under the Exchange Act is recorded, processed, summarized and reported within the (cid:2)me periods speciﬁed in Securi(cid:2)es and Exchange Commission rules and forms, and that such informa(cid:2)on is accumulated and communicated to our management, including our Chief Execu(cid:2)ve Oﬃcer and Chief Financial Oﬃcer, as appropriate, to allow (cid:2)mely decisions regarding required disclosure. No change in our internal control over ﬁnancial repor(cid:2)ng (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 repor(cid:2)ng. 230 Management’s Report on Internal Control Over Financial Repor(cid:2)ng Management of Blackstone Inc. and subsidiaries (“Blackstone”) is responsible for establishing and maintaining adequate internal control over ﬁnancial repor(cid:2)ng. Blackstone’s internal control over ﬁnancial repor(cid:2)ng is a process designed under the supervision of its principal execu(cid:2)ve and principal ﬁnancial oﬃcers to provide reasonable assurance regarding the reliability of ﬁnancial repor(cid:2)ng and the prepara(cid:2)on of its consolidated ﬁnancial statements for external repor(cid:2)ng purposes in accordance with accoun(cid:2)ng principles generally accepted in the United States of America. Blackstone’s internal control over ﬁnancial repor(cid:2)ng includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reﬂect transac(cid:2)ons and disposi(cid:2)ons of assets; provide reasonable assurances that transac(cid:2)ons are recorded as necessary to permit prepara(cid:2)on of ﬁnancial statements in accordance with generally accepted accoun(cid:2)ng principles, and that receipts and expenditures are being made only in accordance with authoriza(cid:2)ons of management and the directors; and provide reasonable assurance regarding preven(cid:2)on or (cid:2)mely detec(cid:2)on of unauthorized acquisi(cid:2)on, use or disposi(cid:2)on of Blackstone’s assets that could have a material eﬀect on its ﬁnancial statements. Because of its inherent limita(cid:2)ons, internal control over ﬁnancial repor(cid:2)ng may not prevent or detect misstatements. In addi(cid:2)on, projec(cid:2)ons of any evalua(cid:2)on of eﬀec(cid:2)veness to future periods are subject to the risk that controls may become inadequate because of changes in condi(cid:2)ons or that the degree of compliance with the policies or procedures may deteriorate. Management conducted an assessment of the eﬀec(cid:2)veness of Blackstone’s internal control over ﬁnancial repor(cid:2)ng as of December 31, 2021 based on the framework established in Internal Control — Integrated Framework (2013) issued by the Commi(cid:3)ee of Sponsoring Organiza(cid:2)ons of the Treadway Commission. Based on this assessment, management has determined that Blackstone’s internal control over ﬁnancial repor(cid:2)ng as of December 31, 2021 was eﬀec(cid:2)ve. Deloi(cid:3)e & Touche LLP, an independent registered public accoun(cid:2)ng ﬁrm, has audited Blackstone’s ﬁnancial statements included in this report on Form 10-K and issued its report on the eﬀec(cid:2)veness of Blackstone’s internal control over ﬁnancial repor(cid:2)ng as of December 31, 2021, which is included herein. Item 9B. Other Informa(cid:2)on None. Item 9C. Disclosures Regarding Foreign Jurisdic(cid:2)ons that Prevent Inspec(cid:2)ons Not applicable. 231 Part III. Item 10. Directors, Execu(cid:2)ve Oﬃcers and Corporate Governance Directors and Execu(cid:2)ve Oﬃcers of Blackstone Inc. Our directors and execu(cid:2)ve oﬃcers as of the date of this ﬁling are: Name Stephen A. Schwarzman Jonathan D. Gray Michael S. Chae John G. Finley Joseph P. Bara(cid:3)a Kelly A. Ayo(cid:3)e James W. Breyer Reginald J. Brown Sir John Antony Hood Rochelle B. Lazarus Jay O. Light The Right Honorable Brian Mulroney William G. Parre(cid:3) Ruth Porat Age Posi(cid:2)on 75 Founder, Chairman and Chief Execu(cid:2)ve Oﬃcer and Director 52 President, Chief Opera(cid:2)ng Oﬃcer and Director 53 Chief Financial Oﬃcer 65 Chief Legal Oﬃcer 51 Director 53 Director 60 Director 54 Director 70 Director 74 Director 80 Director 82 Director 76 Director 64 Director Stephen A. Schwarzman is the Chairman, Chief Execu(cid:2)ve Oﬃcer and Co-Founder of Blackstone and the Chairman of our board of directors. Mr. Schwarzman was elected Chairman of the board of directors eﬀec(cid:2)ve March 20, 2007. He also sits on the ﬁrm’s Management Commi(cid:3)ee. Mr. Schwarzman has been involved in all phases of the ﬁrm’s development since its founding in 1985. Mr. Schwarzman is an ac(cid:2)ve philanthropist with a history of suppor(cid:2)ng educa(cid:2)on, as well as culture and the arts, among other things. In 2020, he signed The Giving Pledge, commi(cid:8)ng to give the majority of his wealth to philanthropic causes. In both business and philanthropy, Mr. Schwarzman has dedicated himself to tackling big problems with transforma(cid:2)ve solu(cid:2)ons. In June 2019, he pledged £150 million to the University of Oxford to help redeﬁne the study of the humani(cid:2)es for the 21st century. His gi(cid:7) – the largest single dona(cid:2)on to Oxford since the renaissance – will create a new Centre for the Humani(cid:2)es which unites all humani(cid:2)es facul(cid:2)es under one roof for the ﬁrst (cid:2)me in Oxford’s history, and will oﬀer new performing arts and exhibi(cid:2)on venues as well as a new Ins(cid:2)tute for Ethics in AI. In October 2018, he announced a founda(cid:2)onal $350 million gi(cid:7) to establish the MIT Schwarzman College of Compu(cid:2)ng, an interdisciplinary hub which will reorient MIT to address the opportuni(cid:2)es and challenges presented by the rise of ar(cid:2)ﬁcial intelligence, including cri(cid:2)cal ethical and policy considera(cid:2)ons to ensure that the technologies are employed for the common good. In 2015, Mr. Schwarzman pledged $150 million to Yale University to establish the Schwarzman Center, a ﬁrst-of-its-kind campus center in Yale’s historic “Commons” building, and also gave a founding gi(cid:7) of $40 million to the Inner-City Scholarship Fund, which provides tui(cid:2)on assistance to underprivileged children a(cid:3)ending Catholic schools in the Archdiocese of New York. In 2013, he founded an interna(cid:2)onal scholarship program, “Schwarzman Scholars,” at Tsinghua University in Beijing to educate future leaders about China. At over $575 million, the program is modeled on the Rhodes Scholarship and is the single largest philanthropic eﬀort in China’s history coming largely from interna(cid:2)onal donors. Mr. Schwarzman is Co-Chair of the Board of Trustees of Schwarzman Scholars. In 2007, Mr. Schwarzman donated $100 million to the New York Public Library on whose board he serves. In 2019, Mr. Schwarzman published his ﬁrst book, What It Takes: Lessons in the Pursuit of Excellence, a New York Times Best Seller which draws from his experience in business, philanthropy and public service. Mr. Schwarzman is a member of The Council on Foreign Rela(cid:2)ons, The Business Council, The Business Roundtable, and The Interna(cid:2)onal Business Council of the World Economic Forum. He is the former co-chair of the Partnership for New 232 York City and serves on the boards of The Asia Society and New York Presbyterian Hospital, as well as on The Advisory Board of the School of Economics and Management at Tsinghua University, Beijing. He is a Trustee of The Frick Collec(cid:2)on in New York City and Chairman Emeritus of the board of directors of The John F. Kennedy Center for the Performing Arts. In 2007, Mr. Schwarzman was included in TIME’s “100 Most Inﬂuen(cid:2)al People.” In 2016, he topped Forbes Magazine’s list of the most inﬂuen(cid:2)al people in ﬁnance and in 2018 was ranked in the Top 50 on Forbes’ list of the “World’s Most Powerful People.” The Republic of France has awarded Mr. Schwarzman both the Légion d’Honneur and the Ordre des Arts et des Le(cid:3)res at the Commandeur level. Mr. Schwarzman is one of the only Americans to receive both awards recognizing signiﬁcant contribu(cid:2)ons to France. He was also awarded the Order of the Aztec Eagle, Mexico’s highest honor for foreigners, for his work on behalf of the U.S. in support of the U.S.-Mexico-Canada Agreement in 2018. He is also the former Chairman of the President’s Strategic and Policy Forum, which was charged with providing direct input to the President of the United States from business leaders through a non-par(cid:2)san, non-bureaucra(cid:2)c exchange of ideas. Mr. Schwarzman holds a BA from Yale University and an MBA from Harvard Business School. He has served as an adjunct professor at the Yale School of Management and on the Harvard Business School Board of Dean’s Advisors. Jonathan D. Gray is President and Chief Opera(cid:2)ng Oﬃcer of Blackstone and a member of our board of directors. Mr. Gray was elected to the board of directors eﬀec(cid:2)ve February 24, 2012. He also sits on the ﬁrm’s Management Commi(cid:3)ee and previously served as Global Head of Real Estate, which he helped build into the largest real estate pla(cid:6)orm in the world. Mr. Gray joined Blackstone in 1992. He currently serves as Chairman of the board of directors of Hilton Worldwide Holdings Inc. Mr. Gray also previously served as a board member of Nevada Property 1 LLC (The Cosmopolitan of Las Vegas), Invita(cid:2)on Homes Inc., Brixmor Property Group Inc. and La Quinta Holdings Inc. He also serves on the board of Harlem Village Academies. Mr. Gray and his wife, Mindy, established the Basser Center for BRCA at the University of Pennsylvania School of Medicine focused on the preven(cid:2)on and treatment of certain gene(cid:2)cally caused cancers. They also established NYC Kids RISE in partnership with the City of New York to accelerate college savings for low income children. Mr. Gray received a BS in Economics from the Wharton School, as well as a BA in English from the College of Arts and Sciences at the University of Pennsylvania. Michael S. Chae is Blackstone’s Chief Financial Oﬃcer and a member of the ﬁrm’s Management Commi(cid:3)ee. Mr. Chae has management responsibility over the ﬁrm’s global ﬁnance, treasury, technology and corporate development func(cid:2)ons. Since joining Blackstone in 1997, Mr. Chae has served in a broad range of leadership roles including Head of Interna(cid:2)onal Private Equity, Head of Private Equity for Asia/Paciﬁc, and overseeing Private Equity investments in various sectors and the investment process for Tac(cid:2)cal Opportuni(cid:2)es. Mr. Chae led or was involved in numerous Blackstone investments over that (cid:2)me period. Before joining Blackstone, Mr. Chae worked at the Carlyle Group, L.P. and prior to that at Dillon, Read & Co. He has served on numerous boards of private and publicly traded por(cid:6)olio companies. Mr. Chae previously served as President of the Board of Trustees of the Lawrenceville School, and he is also a member of the Council on Foreign Rela(cid:2)ons and the Board of Trustees of the Asia Society and the St. Bernard’s School. Mr. Chae established the Chae Ini(cid:2)a(cid:2)ve in Private Sector Leadership at Yale Law School. Mr. Chae received an AB from Harvard College, an MPhil. in Interna(cid:2)onal Rela(cid:2)ons from Cambridge University and a JD from Yale Law School. John G. Finley is a Senior Managing Director and Chief Legal Oﬃcer of Blackstone and a member of the ﬁrm’s Management Commi(cid:3)ee. Before joining Blackstone in 2010, Mr. Finley had been a partner with Simpson Thacher & Bartle(cid:3) where he was a member of that law ﬁrm’s Execu(cid:2)ve Commi(cid:3)ee and Co-Head of Global Mergers & Acquisi(cid:2)ons. Mr. Finley is an Adviser on the American Law Ins(cid:2)tute’s Restatement of the Law, Corporate Governance project and a member of the U.S. Advisory Council on Historic Preserva(cid:2)on, Dean’s Advisory Board of Harvard Law School, Advisory Board of the Harvard Law School Program on Corporate Governance, Board of Advisors of the Penn Ins(cid:2)tute for Law and Economics, Na(cid:2)onal Advisory Board of the Ne(cid:3)er Center for Community Partnerships of the University of Pennsylvania. Mr. Finley is also a director at Tradeweb. He has served on the Commi(cid:3)ee of Securi(cid:2)es Regula(cid:2)on of the New York State Bar Associa(cid:2)on and the Board of Advisors of the Knight-Bagehot Fellowship in Economics and Business Journalism at Columbia University. Mr. Finley received a B.S. in Economics from the Wharton School of the University of Pennsylvania, a B.A. in History from the College of Arts and Sciences of the University of Pennsylvania, and a J.D. from Harvard Law School. 233 Joseph P. Bara(cid:6)a is Global Head of Private Equity at Blackstone and a member of the board of directors. Mr. Bara(cid:3)a was elected to the board of directors eﬀec(cid:2)ve March 2, 2020. He also sits on the ﬁrm’s Management Commi(cid:3)ee. Mr. Bara(cid:3)a joined Blackstone in 1998 and in 2001 he moved to London to help establish Blackstone’s corporate private equity business in Europe. Before joining Blackstone, Mr. Bara(cid:3)a was with Tinicum Incorporated and McCown De Leeuw & Company. Mr. Bara(cid:3)a also worked at Morgan Stanley in its mergers and acquisi(cid:2)ons department. Mr. Bara(cid:3)a has served on the boards of a number of Blackstone por(cid:6)olio companies and currently serves as a member or observer on the boards of directors of First Eagle Investment Management, Reﬁni(cid:2)v, SESAC, Ancestry, Candle Media and Merlin Entertainments Group. He is also a member of the Board of Trustees of Georgetown University, is a trustee of the Tate Founda(cid:2)on, and serves on the board of Year Up, an organiza(cid:2)on focused on youth employment. Kelly A. Ayo(cid:6)e is a member of our board of directors. Ms. Ayo(cid:3)e was elected to the board of directors eﬀec(cid:2)ve May 13, 2019. Ms. Ayo(cid:3)e represented New Hampshire in the United States Senate from 2011 to 2016, where she chaired the Armed Services Subcommi(cid:3)ee on Readiness and the Commerce Subcommi(cid:3)ee on Avia(cid:2)on Opera(cid:2)ons. Ms. Ayo(cid:3)e also served on the Homeland Security and Governmental Aﬀairs, Budget, Small Business and Entrepreneurship, and Aging Commi(cid:3)ees. Ms. Ayo(cid:3)e served as the “Sherpa” for Jus(cid:2)ce Neil Gorsuch, leading the eﬀort to secure his conﬁrma(cid:2)on to the United States Supreme Court. From 2004 to 2009, Ms. Ayo(cid:3)e served as New Hampshire’s ﬁrst female A(cid:3)orney General having been appointed to that posi(cid:2)on by Republican Governor Craig Benson and reappointed twice by Democra(cid:2)c Governor John Lynch. Prior to that, she served as the Deputy A(cid:3)orney General, Chief of the Homicide Prosecu(cid:2)on Unit and as Legal Counsel to Governor Craig Benson. Ms. Ayo(cid:3)e began her career as a law clerk to the New Hampshire Supreme Court and as an associate at the Mclane Middleton law ﬁrm. Ms. Ayo(cid:3)e serves on the board of directors of Caterpillar Inc. and its nomina(cid:2)on, governance and public policy commi(cid:3)ee, the board of directors of News Corpora(cid:2)on and its nomina(cid:2)on and governance commi(cid:3)ee and the board of directors of Boston Proper(cid:2)es, Inc. and as chair of its compensa(cid:2)on commi(cid:3)ee and a member of its nomina(cid:2)on and governance commi(cid:3)ee. Ms. Ayo(cid:3)e also serves on the board of directors of Blink Health LLC and BAE Systems Inc., where she chairs the compensa(cid:2)on commi(cid:3)ee, and previously she served on the board of directors of Bloom Energy Corpora(cid:2)on and chaired its nomina(cid:2)on and governance commi(cid:3)ee. Ms. Ayo(cid:3)e also serves on the advisory boards of Microso(cid:7), Chubb Insurance and Cirtronics. Ms. Ayo(cid:3)e is a Senior Advisor to Ci(cid:2)zens for Responsible Energy Solu(cid:2)ons. Ms. Ayo(cid:3)e also serves on the non-proﬁt boards of the One Campaign, Interna(cid:2)onal Republican Ins(cid:2)tute, the McCain Ins(cid:2)tute, Winning for Women, NH Veteran’s Count and NH Swim with a Mission. Ms. Ayo(cid:3)e is also a member of the Board of Advisors for the Center on Military and Poli(cid:2)cal Power at the Founda(cid:2)on for Defense of Democracies. James W. Breyer is a member of our board of directors. Mr. Breyer was elected to the board of directors eﬀec(cid:2)ve July 14, 2016. Mr. Breyer is the Founder and Chief Execu(cid:2)ve Oﬃcer of Breyer Capital, a premier venture capital ﬁrm based in Menlo Park, California. Mr. Breyer has been an early investor in over 40 technology companies that have completed successful public oﬀerings or mergers. He served as Partner at Accel Partners from 1990 to 2016 and Managing Partner from 1995 to 2011. Mr. Breyer also has a long record of inves(cid:2)ng in China and partnering with Chinese entrepreneurs. He is Co-Chairman of IDG Capital, based in Beijing and the ﬁrst ﬁrm to bring venture capital into China. Over the past several years, Mr. Breyer has developed a deep personal and investment interest in long- term oriented entrepreneurs and teams working in ar(cid:2)ﬁcial/augmented intelligence and human-assisted intelligence and has made numerous investments in this space. Mr. Breyer previously served on the board of directors of Twenty-First Century Fox, Inc. from 2011 to 2019, Facebook, Inc. from 2005 to 2013, Etsy, Inc. from 2008 to 2016, Dell, Inc. from 2009 to 2013 and Wal-Mart Stores, Inc. from 2001 to 2013, as well as a number of other technology companies. Mr. Breyer is currently the Chairman of the Advisory Board at the Tsinghua University School of Economics and Management, a member of Harvard Business School’s Board of 234 Dean’s Advisors, a member of Harvard University’s Global Advisory Council, a founding member of the Dean’s Advisory Board of Stanford University’s School of Engineering, Chairman of the Stanford Engineering Venture Fund and founding member of the Stanford Ins(cid:2)tute for Human-Assisted Ar(cid:2)ﬁcial Intelligence Advisory Board. In addi(cid:2)on, Mr. Breyer is a long-(cid:2)me ac(cid:2)ve volunteer as a Trustee of the San Francisco Museum of Modern Art, the Metropolitan Museum of Art, the American Film Ins(cid:2)tute and Stanford’s Center for Philanthropy and Civil Society. Reginald J. Brown is a member of the board of directors of Blackstone. Mr. Brown was elected to the board of directors eﬀec(cid:2)ve September 15, 2020. Mr. Brown is a partner in the Washington, D.C., oﬃce of Kirkland & Ellis LLP. Prior to joining Kirkland, Mr. Brown was a partner at WilmerHale, where he served as chairman of the ﬁrm’s Financial Ins(cid:2)tu(cid:2)ons Group and led the ﬁrm’s congressional inves(cid:2)ga(cid:2)ons prac(cid:2)ce as vice chair of the Crisis Management and Strategic Response Group. From 2003 to 2005, Mr. Brown served as associate White House Counsel and special assistant to the President and worked as Assistant to the CEO and Vice President for Corporate Strategy at Na(cid:2)onwide Mutual Insurance Company. Mr. Brown is a member of the boards of the Founda(cid:2)on for Excellence in Educa(cid:2)on, the Property and Environment Research Center, the American Council on Germany and the Na(cid:2)onal Center for State Courts. Mr. Brown holds a BA from Yale University and a JD from Harvard Law School. Sir John Antony Hood is a member of our board of directors. Sir John was elected to the board of directors eﬀec(cid:2)ve May 14, 2018. Sir John previously served as the President and Chief Execu(cid:2)ve Oﬃcer of the Robertson Founda(cid:2)on, the Chair of the Rhodes Trust, on the board of the Mandela Rhodes Founda(cid:2)on, as Chairman of BMT Group, Ltd, and as a director of WPP plc, where he was chairman of the compensa(cid:2)on commi(cid:3)ee. He currently serves on the Advisory Boards of the Blavatnik School of Government and the Smith School of Enterprise and the Environment at Oxford. In addi(cid:2)on, Sir John serves on the boards of the Fletcher Trust, the Bri(cid:2)sh Heart Founda(cid:2)on, Success Academy, and the Said Business School Founda(cid:2)on, and on the advisory board for the African Leadership Academy. From 2004 to 2009, Sir John served as Vice-Chancellor of the University of Oxford, and from 1999 to 2004, he served as Vice-Chancellor of The University of Auckland. Sir John earned a Bachelor of Engineering and a PhD in Civil Engineering from The University of Auckland. Upon comple(cid:2)ng his doctorate, he was awarded a Rhodes Scholarship to study at the University of Oxford. There he read for an MPhil in Management Studies and was a member of Worcester College. Sir John has been appointed a Knight Companion to the New Zealand Order of Merit. Rochelle B. Lazarus is a member of our board of directors. Ms. Lazarus was elected to the board of directors eﬀec(cid:2)ve July 9, 2013. Ms. Lazarus is Chairman Emeritus of Ogilvy & Mather and served as Chairman of that company from 1997 to June 2012. Prior to becoming Chief Execu(cid:2)ve Oﬃcer and Chairman, she also served as President of O&M Direct North America, Ogilvy & Mather New York, and Ogilvy & Mather North America. Ms. Lazarus currently serves on the boards of Rockefeller Capital Management, Organon, World Wildlife Fund, Lincoln Center for the Performing Arts and the Partnership for New York City. She also previously served on the board of General Electric Company and Merck & Co. Ms. Lazarus is a trustee of the New York Presbyterian Hospital and is a member of the Board of Overseers of Columbia Business School. Jay O. Light is a member of our board of directors. Mr. Light was elected to the board of directors eﬀec(cid:2)ve September 18, 2008. Mr. Light is the Dean Emeritus of Harvard Business School and the George F. Baker Professor of Administra(cid:2)on Emeritus. Prior to that, Mr. Light was the Dean of Harvard Business School from 2006 to 2010. Before becoming the Dean of Harvard Business School, Mr. Light was Senior Associate Dean, Chairman of the Finance Area, and a professor teaching Investment Management, Capital Markets, and Entrepreneurial Finance for 30 years. Mr. Light was also previously the lead director of the board of directors of HCA Holdings, Inc., a director of the Harvard Management Company and a director of Partners HealthCare (the Mass General and Brigham & Women’s Hospitals), where he served as Chairman of its Investment Commi(cid:3)ee un(cid:2)l 2015. In prior years un(cid:2)l 2008, Mr. Light was a Trustee of the GMO Trusts, a family of mutual funds for ins(cid:2)tu(cid:2)onal investors. 235 The Right Honorable Brian Mulroney is a member of our board of directors. Mr. Mulroney was elected to the board of directors eﬀec(cid:2)ve June 21, 2007. Mr. Mulroney is a senior partner for Norton Rose Fulbright Canada LLP. Prior to joining Norton Rose Fulbright Canada, Mr. Mulroney was the eighteenth Prime Minister of Canada from 1984 to 1993 and leader of the Progressive Conserva(cid:2)ve Party of Canada from 1983 to 1993. He served as the Execu(cid:2)ve Vice President of the Iron Ore Company of Canada and President beginning in 1977. Prior to that, Mr. Mulroney served on the Cliché Commission of Inquiry in 1974. Mr. Mulroney is a Senior Advisor of Global Aﬀairs at Barrick Gold Corpora(cid:2)on, where he previously served as a member of the board of directors, and is the Chairman of their Interna(cid:2)onal Advisory Board. Mr. Mulroney is also Chairman of the board of directors of Quebecor Inc. and a member of the board of directors of Acreage Holdings Inc., and he previously served on the board of directors of Wyndham Hotels & Resorts, Inc., Archer Daniels Midland Company and Quebecor World Inc. William G. Parre(cid:6) is a member of our board of directors. Mr. Parre(cid:3) was elected to the board of directors eﬀec(cid:2)ve November 9, 2007. Un(cid:2)l May 31, 2007, Mr. Parre(cid:3) served as the Chief Execu(cid:2)ve Oﬃcer of Deloi(cid:3)e Touche Tohmatsu and Senior Partner of Deloi(cid:3)e (USA). Certain of the member ﬁrms of Deloi(cid:3)e Touche Tohmatsu or their subsidiaries and aﬃliates provide professional services to Blackstone or its aﬃliates. Mr. Parre(cid:3) co- founded the Global Financial Services Industry prac(cid:2)ce of Deloi(cid:3)e and served as its ﬁrst Chairman. Mr. Parre(cid:3) is a member of the board of directors of New York Founda(cid:2)on for Senior Ci(cid:2)zens, ThoughtWorks, where he is the chair of the audit commi(cid:3)ee, Oracle Corpora(cid:2)on, where he is a member of the nomina(cid:2)ng and governance commi(cid:3)ee, and UBS America, where he is Chairman of the board of directors. Mr. Parre(cid:3) was also previously a member of the board of directors of Eastman Kodak Company, Thermo Fisher Scien(cid:2)ﬁc Inc., UBS AG and Conduent Inc. Mr. Parre(cid:3) is a Senior Trustee of the United States Council for Interna(cid:2)onal Business and a past Chairman of the Board of Trustees of United Way Worldwide. Mr. Parre(cid:3) is a Cer(cid:2)ﬁed Public Accountant with an ac(cid:2)ve license. Ruth Porat is a member of the board of directors of Blackstone. Ms. Porat was elected to the board of directors eﬀec(cid:2)ve June 25, 2020. Ms. Porat joined Google as Senior Vice President and Chief Financial Oﬃcer in May 2015 and has also held the same (cid:2)tle at Alphabet since it was created in October 2015. She is responsible for Finance, Business Opera(cid:2)ons and Real Estate & Workplace Services. Prior to joining Google, Ms. Porat was Execu(cid:2)ve Vice President and Chief Financial Oﬃcer of Morgan Stanley. At Morgan Stanley, Ms. Porat held roles that included Vice Chairman of Investment Banking, Co-Head of Technology Investment Banking and Global Head of the Financial Ins(cid:2)tu(cid:2)ons Group. Ms. Porat is a member of the Board of Directors of the Stanford Management Company, the University’s endowment, and previously served ten years on the Stanford University Board of Trustees. Ms. Porat is a member of the Board of Directors of the Council on Foreign Rela(cid:2)ons, and a member of the Advisory Council of the Hutchins Center on Fiscal and Monetary Policy at the Brookings Ins(cid:2)tu(cid:2)on and the Aspen Ins(cid:2)tute Economic Strategy Group. Ms. Porat holds a BA from Stanford University, an MSc from The London School of Economics and an MBA from the Wharton School. Governance and Board Composi(cid:2)on Our capital stock consists of common stock, Series I preferred stock and Series II preferred stock. Under our amended and restated cer(cid:2)ﬁcate of incorpora(cid:2)on and Delaware law, holders of our common stock are en(cid:2)tled to vote, together with holders of our Series I preferred stock, vo(cid:2)ng as a single class, on a number of signiﬁcant ma(cid:3)ers, including certain sales, exchanges or other disposi(cid:2)ons of all or substan(cid:2)ally all of our assets, a merger, consolida(cid:2)on or other business combina(cid:2)on, the removal of the Series II Preferred Stockholder and forced transfer by the Series II Preferred Stockholder (as deﬁned below) of its shares of Series II preferred stock and the designa(cid:2)on of a successor Series II Preferred Stockholder. The single share of outstanding Series II preferred stock is currently held by Blackstone Group Management L.L.C. (the “Series II Preferred Stockholder”), an en(cid:2)ty owned by our senior managing directors and controlled by our founder, Mr. Schwarzman. The Series II Preferred Stockholder elects our board of directors in accordance with the Series II Preferred Stockholder’s limited liability company agreement, where our senior managing directors have agreed that our founder, Mr. Schwarzman will have the power to vote upon, act upon, consent to, approve or otherwise determine any ma(cid:3)ers to be voted upon, acted upon, consented to, approved or otherwise determined by the members of 236 the Series II Preferred Stockholder. The limited liability company agreement of our Series II Preferred Stockholder provides that at such (cid:2)me as Mr. Schwarzman should cease to be a founding member, Jonathan D. Gray will thereupon succeed Mr. Schwarzman as the sole founding member of our Series II Preferred Stockholder, and therea(cid:7)er such power will revert to the members of Series II Preferred Stockholder holding a majority in interest in the Series II Preferred Stockholder. In iden(cid:2)fying candidates for membership on the board of directors, Mr. Schwarzman, ac(cid:2)ng on behalf of the Series II Preferred Stockholder, takes into account (a) minimum individual qualiﬁca(cid:2)ons, such as strength of character, mature judgment, industry knowledge or experience and an ability to work collegially with the other members of the board of directors, and (b) all other factors he considers appropriate. A(cid:7)er conduc(cid:2)ng an ini(cid:2)al evalua(cid:2)on of a candidate, Mr. Schwarzman will interview that candidate if he believes the candidate might be suitable to be a director and may also ask the candidate to meet with other directors and senior management. If, following such interview and any consulta(cid:2)ons with directors and senior management, Mr. Schwarzman believes a candidate would be a valuable addi(cid:2)on to the board of directors, he will appoint that individual to the board of directors. When considering whether the board’s directors have the experience, qualiﬁca(cid:2)ons, a(cid:3)ributes and skills, taken as a whole, to enable the board to sa(cid:2)sfy its oversight responsibili(cid:2)es eﬀec(cid:2)vely in light of Blackstone’s business and structure, Mr. Schwarzman focused on the informa(cid:2)on described in each of the board members’ biographical informa(cid:2)on set forth above. In par(cid:2)cular, with regard to Ms. Ayo(cid:3)e, Mr. Schwarzman considered her dis(cid:2)nguished career in government and public service, especially her service as a United States Senator and as New Hampshire A(cid:3)orney General. With regard to Mr. Breyer, Mr. Schwarzman considered his extensive ﬁnancial background and signiﬁcant investment experience at Breyer Capital and Accel Partners. With regard to Mr. Brown, Mr. Schwarzman considered his dis(cid:2)nguished career in public service and experience advising large ins(cid:2)tu(cid:2)ons and prominent ﬁgures in the private and public sector. With regard to Sir John, Mr. Schwarzman considered his dis(cid:2)nguished experience playing a key role in the management and oversight of leading, complex ins(cid:2)tu(cid:2)ons and philanthropic organiza(cid:2)ons around the world. With regard to Ms. Lazarus, Mr. Schwarzman considered her extensive business background and her management experience in a variety of senior leadership roles at Ogilvy & Mather. With regard to Mr. Light, Mr. Schwarzman considered his dis(cid:2)nguished career as a professor and dean at Harvard Business School with extensive knowledge and exper(cid:2)se of the investment management and capital markets industries. With regard to Mr. Mulroney, Mr. Schwarzman considered his dis(cid:2)nguished career of government service, especially his service as the Prime Minister of Canada. With regard to Mr. Parre(cid:3), Mr. Schwarzman considered his signiﬁcant experience, exper(cid:2)se and background with regard to audi(cid:2)ng and accoun(cid:2)ng ma(cid:3)ers, his leadership role at Deloi(cid:3)e and his extensive experience serving as a director on boards of directors. With regard to Ms. Porat, Mr. Schwarzman considered her extensive experience in the ﬁnancial industry and her leadership roles with Alphabet, Google and Morgan Stanley. With regard to Messrs. Gray and Bara(cid:3)a, Mr. Schwarzman considered their leadership and extensive knowledge of our business and opera(cid:2)ons gained through their years of service at our ﬁrm and, with regard to himself, Mr. Schwarzman considered his role as founder and long-(cid:2)me Chief Execu(cid:2)ve Oﬃcer of our ﬁrm. Controlled Company Excep(cid:2)on and Director Independence Because the Series II Preferred Stockholder holds more than 50% of the vo(cid:2)ng power for the elec(cid:2)on of directors, we are a “controlled company” within the meaning of the corporate governance standards of the NYSE. Under these standards, a “controlled company” may elect not to comply with certain corporate governance standards, including the requirements (a) that a majority of its board of directors consist of independent directors, (b) that its board of directors have a compensa(cid:2)on commi(cid:3)ee that is comprised en(cid:2)rely of independent directors with a wri(cid:3)en charter addressing the commi(cid:3)ee’s purpose and responsibili(cid:2)es and (c) that its board of directors have a nomina(cid:2)ng and corporate governance commi(cid:3)ee that is comprised en(cid:2)rely of independent directors with a wri(cid:3)en charter addressing the commi(cid:3)ee’s purpose and responsibili(cid:2)es. See “Part I. Item 1A Risk Factors — 237 Risks Related to Our Organiza(cid:2)onal Structure — We are a controlled company and as a result fall within the excep(cid:2)ons from certain corporate governance and other requirements under the rules of the New York Stock Exchange.” We currently u(cid:2)lize the second and third of these exemp(cid:2)ons. In the event that we cease to be a “controlled company” and our shares of common stock con(cid:2)nue to be listed on the NYSE, we will be required to comply with these provisions within the applicable transi(cid:2)on periods. While we are exempt from the NYSE rules requiring a majority of independent directors, we currently have and intend to con(cid:2)nue to maintain a majority independent board of directors. Our board of directors has a total of twelve members, including nine members, Messrs. Breyer, Brown, Hood, Light, Mulroney and Parre(cid:3), and Mses. Ayo(cid:3)e, Lazarus and Porat, who are independent under NYSE rules rela(cid:2)ng to corporate governance ma(cid:3)ers and the independence standards described in our governance policy. Board Commi(cid:4)ees Our board of directors has three standing commi(cid:3)ees: the audit commi(cid:3)ee, the compensa(cid:2)on commi(cid:3)ee and the execu(cid:2)ve commi(cid:3)ee. Audit Commi(cid:6)ee. The audit commi(cid:3)ee consists of Messrs. Parre(cid:3) (Chairman), Breyer, Hood and Light and Mses. Ayo(cid:3)e, Lazarus and Porat. The purpose of the audit commi(cid:3)ee is, among other things, to assist the board of directors in fulﬁlling its responsibility with respect to its oversight of (a) the quality and integrity of our ﬁnancial statements, (b) our compliance with legal and regulatory requirements, (c) our independent auditor’s qualiﬁca(cid:2)on, independence and performance, and (d) the performance of our internal audit func(cid:2)on. The audit commi(cid:3)ee’s responsibili(cid:2)es also include reviewing with management, the independent auditors and internal audit, the areas of material risk to our opera(cid:2)ons and ﬁnancial results, including major ﬁnancial risks and exposures and our guidelines and policies with respect to risk assessment and risk management. The members of the audit commi(cid:3)ee meet the independence standards and ﬁnancial literacy requirements for service on an audit commi(cid:3)ee of a board of directors pursuant to the NYSE lis(cid:2)ng standards and SEC rules applicable to audit commi(cid:3)ees. The board of directors has determined that each of Mr. Parre(cid:3) and Mses. Lazarus and Porat is an “audit commi(cid:3)ee ﬁnancial expert” within the meaning of Item 407(d)(5) of Regula(cid:2)on S-K. The audit commi(cid:3)ee has a charter, which is available on our website at h(cid:3)p://ir.blackstone.com under “Corporate Governance.” Compensa(cid:2)on Commi(cid:6)ee. The compensa(cid:2)on commi(cid:3)ee consists of Mr. Schwarzman. The purpose of the compensa(cid:2)on commi(cid:3)ee is, among other things, to ﬁx, and establish policies for, the compensa(cid:2)on of oﬃcers and employees of the Company and its subsidiaries. Execu(cid:2)ve Commi(cid:6)ee. The execu(cid:2)ve commi(cid:3)ee consists of Messrs. Schwarzman, Gray and Bara(cid:3)a. The board of directors has delegated all of the power and authority of the full board of directors to the execu(cid:2)ve commi(cid:3)ee to act when the board of directors is not in session. Code of Business Conduct and Ethics We have a Code of Business Conduct and Ethics and a Code of Ethics for Financial Professionals, which apply to our principal execu(cid:2)ve oﬃcer, principal ﬁnancial oﬃcer and principal accoun(cid:2)ng oﬃcer. Each of these codes is available on our website at h(cid:3)p://ir.blackstone.com under “Corporate Governance.” We intend to disclose any amendment to or waiver of the Code of Ethics for Financial Professionals and any waiver of our Code of Business Conduct and Ethics on behalf of an execu(cid:2)ve oﬃcer or director either on our website or in an 8-K ﬁling. Corporate Governance Guidelines The board of directors has a Governance Policy, which addresses ma(cid:3)ers such as the board of directors’ responsibili(cid:2)es and du(cid:2)es and the board of directors’ composi(cid:2)on and compensa(cid:2)on. The Governance Policy is available on our website at h(cid:3)p://ir.blackstone.com under “Corporate Governance.” 238 Communica(cid:2)ons to the Board of Directors The non-management members of our board of directors meet at least quarterly. The presiding director at these non-management board member mee(cid:2)ngs is Mr. Parre(cid:3). All interested par(cid:2)es, including any employee or shareholder, may send communica(cid:2)ons to the non-management members of our board of directors by wri(cid:2)ng to: Blackstone Inc., A(cid:3)n: Audit Commi(cid:3)ee, 345 Park Avenue, New York, New York 10154. Delinquent Sec(cid:2)on 16(a) Reports Sec(cid:2)on 16(a) of the Securi(cid:2)es Exchange Act of 1934, as amended, requires our execu(cid:2)ve oﬃcers and directors, and persons who own more than ten percent of a registered class of Blackstone Inc.’s equity securi(cid:2)es to ﬁle ini(cid:2)al reports of ownership and reports of changes in ownership with the SEC and furnish us with copies of all Sec(cid:2)on 16(a) forms they ﬁle. To our knowledge, based solely on our review of the copies of such reports furnished to us or wri(cid:3)en representa(cid:2)ons from such persons that they were not required to ﬁle a Form 5 to report previously unreported ownership or changes in ownership, we believe that, with respect to the ﬁscal year ended December 31, 2021, such persons complied with all such ﬁling requirements, with the excep(cid:2)on of the following late ﬁlings, due to an administra(cid:2)ve oversight and related to grants of deferred restricted shares of common stock under our Amended & Restated 2007 Equity Incen(cid:2)ve Plan: a Form 4 report on April 1, 2021 by each of Messrs. Bara(cid:3)a, Chae, Gray, Finley and Striano. Item 11. Execu(cid:2)ve Compensa(cid:2)on Compensa(cid:2)on Discussion and Analysis Overview of Compensa(cid:2)on Philosophy and Program The intellectual capital collec(cid:2)vely possessed by our senior managing directors (including our named execu(cid:2)ve oﬃcers) and other employees is the most important asset of our ﬁrm. We invest in people. We hire qualiﬁed people, train them, encourage them to provide their best thinking to the ﬁrm for the beneﬁt of the investors in the funds we manage, and compensate them in a manner designed to retain and mo(cid:2)vate them and align their interests with those of the investors in our funds and our shareholders. Our overriding compensa(cid:2)on philosophy for our senior managing directors and certain other employees is that compensa(cid:2)on should be composed primarily of (a) annual cash bonus payments (cid:2)ed to the performance of the applicable business unit(s) in which such employee works, (b) performance interests (composed primarily of Performance Alloca(cid:2)ons, commonly referred to as carried interest, and incen(cid:2)ve fee interests) (cid:2)ed to the performance of the investments made by the funds in the business unit in which such employee works or for which he or she has responsibility, (c) deferred equity awards reﬂec(cid:2)ng the value of our common stock, and (d) addi(cid:2)onal cash payments and equity awards (cid:2)ed to extraordinary performance of such employee or other circumstances (for example, if there has been a change of role or responsibility). We believe base salary should represent a signiﬁcantly lesser component of total compensa(cid:2)on. We believe the appropriate combina(cid:2)on of annual cash bonus payments and performance interests or deferred equity awards encourages our senior managing directors and other employees to focus on the underlying performance of our investment funds, as well as the overall performance of the ﬁrm and interests of our shareholders. To that end, the primary form of compensa(cid:2)on to our senior managing directors and other employees who work in opera(cid:2)ons related to our carry funds or funds that pay incen(cid:2)ve fees is generally a combina(cid:2)on of annual cash bonus payments (cid:2)ed to the performance of the applicable business unit in which such employee works, carried interest or incen(cid:2)ve fee interests and deferred equity awards. Along the same lines, the primary form of compensa(cid:2)on to our senior managing directors and other employees who do not work in such fund opera(cid:2)ons is generally a combina(cid:2)on of annual cash bonus payments (cid:2)ed to the performance of the applicable business unit in which such employee works and deferred equity awards. Employees at higher total compensa(cid:2)on levels are generally targeted to receive a greater percentage of their total compensa(cid:2)on payable in annual cash bonuses, par(cid:2)cipa(cid:2)on in performance interests, and deferred equity awards and a lesser percentage in the form of base salary compared to employees at lower total compensa(cid:2)on levels. We believe that the propor(cid:2)on of compensa(cid:2)on that is “at risk” should increase as an employee’s level of responsibility rises. Our compensa(cid:2)on program includes signiﬁcant elements that discourage excessive risk-taking and aligns the compensa(cid:2)on of our employees with the long-term performance of the ﬁrm. For example, notwithstanding the fact that for accoun(cid:2)ng purposes we accrue compensa(cid:2)on for the Performance Plans (as deﬁned below) related to our carry funds as increases in the carrying value of the por(cid:6)olio investments are recorded in those carry funds, we only make cash payments to our employees related to carried interest when proﬁtable 239 investments have been realized and cash is distributed ﬁrst to the investors in our funds, followed by the ﬁrm and only then to employees of the ﬁrm. Moreover, if a carry fund fails to achieve speciﬁed investment returns due to diminished performance of later investments, our Performance Plans en(cid:2)tle us to “clawback” carried interest payments previously made to an employee for the beneﬁt of the limited partner investors in that fund, and we escrow a por(cid:2)on of all carried interest payments made to employees to help fund their poten(cid:2)al future “clawback” obliga(cid:2)ons, all of which further discourages excessive risk-taking by our employees. Similarly, for our investment funds that pay incen(cid:2)ve fees, those incen(cid:2)ve fees are only paid to the ﬁrm and employees of the ﬁrm to the extent an applicable fund’s por(cid:6)olio of investments has proﬁtably appreciated in value (in most cases above a speciﬁed level) during the applicable period. In addi(cid:2)on, and as noted below with respect to our named execu(cid:2)ve oﬃcers, the requirement that we have our professional employees invest in certain of the funds they manage directly aligns the interests of our professionals and our fund investors. In most cases, these investments represent a signiﬁcant percentage of employees’ a(cid:7)er-tax compensa(cid:2)on. Lastly, because our equity awards have signiﬁcant ves(cid:2)ng or deferral provisions, the actual amount of compensa(cid:2)on realized by the recipient will be (cid:2)ed directly to the long-term performance of our common stock. In addi(cid:2)on, in applicable jurisdic(cid:2)ons, speciﬁcally in the European Union and the United Kingdom, our compensa(cid:2)on program includes addi(cid:2)onal remunera(cid:2)on policies that may limit or otherwise alter the compensa(cid:2)on for certain employees consistent with local regulatory requirements and aimed at, among other things, discouraging inappropriate risk-taking and aligning compensa(cid:2)on with the ﬁrm’s strategy and long-term interests consistent with our general compensa(cid:2)on program. We believe our current compensa(cid:2)on and beneﬁt alloca(cid:2)ons for senior professionals are best in class and are consistent with companies in the alterna(cid:2)ve asset management industry. We do not generally rely on compensa(cid:2)on surveys or compensa(cid:2)on consultants. Our senior management periodically reviews the eﬀec(cid:2)veness and compe(cid:2)(cid:2)veness of our compensa(cid:2)on program, and such reviews may in the future involve the assistance of independent consultants. Personal Investment Obliga(cid:2)ons. As part of our compensa(cid:2)on philosophy and program, we require our named execu(cid:2)ve oﬃcers to personally invest their own capital in and alongside the funds that we manage. We believe that this strengthens the alignment of interests between our named execu(cid:2)ve oﬃcers and the investors in those investment funds. (See “— Item 13. Certain Rela(cid:2)onships and Related Transac(cid:2)ons, and Director Independence — Investment In or Alongside Our Funds.”) In determining compensa(cid:2)on for our named execu(cid:2)ve oﬃcers, we do not take into account the gains or losses a(cid:3)ributable to the personal investments by our named execu(cid:2)ve oﬃcers in our investment funds. Minimum Retained Ownership Requirements. We believe the con(cid:2)nued ownership by our named execu(cid:2)ve oﬃcers of signiﬁcant amounts of our equity aﬀords signiﬁcant alignment of interests with our shareholders. For equity awards granted from 2019 and onward, our named execu(cid:2)ve oﬃcers are required to hold 25% of their vested equity (other than vested common stock awarded under our Bonus Deferral Plan) for two years a(cid:7)er each ves(cid:2)ng event, unless the named execu(cid:2)ve oﬃcer’s employment terminates prior to release, in which case the vested equity will be released two years a(cid:7)er termina(cid:2)on of employment. The minimum retained ownership requirements for our named execu(cid:2)ve oﬃcers are further described below under “— Narra(cid:2)ve Disclosure to Summary Compensa(cid:2)on Table and Grants of Plan-Based Awards in 2021 — Terms of Discre(cid:2)onary Equity Awards — Minimum Retained Ownership Requirements.” Named Execu(cid:2)ve Oﬃcers In 2021, our named execu(cid:2)ve oﬃcers were: Execu(cid:2)ve Stephen A. Schwarzman Jonathan D. Gray Hamilton E. James Michael S. Chae John G. Finley * Eﬀec(cid:2)ve January 31, 2022, Mr. James re(cid:2)red as a director and as Execu(cid:2)ve Vice Chairman of Blackstone. Title Chairman and Chief Execu(cid:2)ve Oﬃcer President and Chief Opera(cid:2)ng Oﬃcer Former Execu(cid:2)ve Vice Chairman* Chief Financial Oﬃcer Chief Legal Oﬃcer 240 Compensa(cid:2)on Elements for Named Execu(cid:2)ve Oﬃcers The key elements of the compensa(cid:2)on of our named execu(cid:2)ve oﬃcers for 2021 were base compensa(cid:2)on, which is composed of base salary, cash bonus and equity-based compensa(cid:2)on, and performance compensa(cid:2)on, which is composed of carried interest and incen(cid:2)ve fee alloca(cid:2)ons: 1. Base Salary. Each named execu(cid:2)ve oﬃcer received a $350,000 annual base salary in 2021, which equals the total yearly partnership drawings that were received by each of our senior managing directors prior to our ini(cid:2)al public oﬀering in 2007. In keeping with historical prac(cid:2)ce, we con(cid:2)nue to pay this amount as a base salary. 2. Annual Cash Bonus Payments / Deferred Equity Awards. Since our ini(cid:2)al public oﬀering, Mr. Schwarzman has not received any cash compensa(cid:2)on other than the $350,000 annual salary described above and the actual realized carried interest distribu(cid:2)ons or incen(cid:2)ve fees he may receive in respect of his par(cid:2)cipa(cid:2)on in the carried interest or incen(cid:2)ve fees earned from our funds through our Performance Plans described below. We believe that having Mr. Schwarzman’s compensa(cid:2)on largely based on ownership of a por(cid:2)on of the carried interest or incen(cid:2)ve fees earned from our funds aligns his interests with those of the investors in our funds and our shareholders. Each of our named execu(cid:2)ve oﬃcers other than Mr. Schwarzman received annual cash bonus payments in 2021 in addi(cid:2)on to their base salary. These cash bonus payments included par(cid:2)cipa(cid:2)on interests in the earnings of the ﬁrm’s various investment businesses. For a certain named execu(cid:2)ve oﬃcer, the indica(cid:2)ve par(cid:2)cipa(cid:2)on interest was disclosed to such named execu(cid:2)ve oﬃcer at the beginning of each year and represented an es(cid:2)mate of the expected percentage par(cid:2)cipa(cid:2)on that such named execu(cid:2)ve oﬃcer may have had in the business’ performance for that year. For all named execu(cid:2)ve oﬃcers, the amount of cash payments paid to such named execu(cid:2)ve oﬃcer at the end of the year in respect of such year was determined in the discre(cid:2)on of Mr. Schwarzman and Mr. Gray, as described below. Earnings for the ﬁrm’s investment businesses are calculated based on the annual opera(cid:2)ng income of the businesses and are generally a func(cid:2)on of the performance of the businesses, which is evaluated by Mr. Schwarzman and Mr. Gray. The ul(cid:2)mate cash payment amounts were based on (a) the prior and an(cid:2)cipated performance of the named execu(cid:2)ve oﬃcer, (b) the prior and an(cid:2)cipated performance of the ﬁrm’s segments and product lines, (c) the overall success of the ﬁrm and (d) where applicable, the es(cid:2)mated par(cid:2)cipa(cid:2)on interests given to the named execu(cid:2)ve oﬃcer at the beginning of the year in respect of the investments to be made in that year. We make annual cash bonus payments in the ﬁrst quarter of the ensuing year to reward individual performance for the prior year. The ul(cid:2)mate cash payments that are made are fully discre(cid:2)onary as further discussed below under “— Determina(cid:2)on of Incen(cid:2)ve Compensa(cid:2)on.” For 2021, all employees other than Mr. Schwarzman and Mr. James were selected to par(cid:2)cipate in the Bonus Deferral Plan. The Bonus Deferral Plan provides for the deferral of a por(cid:2)on of each par(cid:2)cipant’s annual cash bonus payment. The por(cid:2)on deferred is prescribed under the Bonus Deferral Plan and is calculated in accordance with certain adjustments, including reduc(cid:2)ons for mandatory contribu(cid:2)ons to our investment funds. By deferring a por(cid:2)on of a par(cid:2)cipant’s compensa(cid:2)on for three years, the Bonus Deferral Plan acts as an employment reten(cid:2)on mechanism and thereby enhances the alignment of interests between such par(cid:2)cipant and the ﬁrm. Many publicly traded asset managers u(cid:2)lize deferred compensa(cid:2)on plans as a means of retaining and mo(cid:2)va(cid:2)ng their professionals, and we believe that it is in the interest of our shareholders to do the same for our personnel. On January 7, 2022, Mr. Gray, Mr. Chae and Mr. Finley each received a deferral award under the Bonus Deferral Plan of deferred restricted common stock units in respect of their service in 2021. The amount of each par(cid:2)cipant’s annual cash bonus payment deferred under the Bonus Deferral Plan is calculated pursuant to a deferral rate table using the par(cid:2)cipant’s total annual incen(cid:2)ve compensa(cid:2)on, which generally includes such par(cid:2)cipant’s annual cash bonus payment and a por(cid:2)on of any incen(cid:2)ve fees earned in connec(cid:2)on with our investment funds and is subject to certain adjustments, including reduc(cid:2)ons for mandatory contribu(cid:2)ons to our investment funds. The percentage of the 2021 annual cash bonus payment mandatorily deferred into deferred restricted common stock units for Messrs. Gray, Chae and Finley was approximately 100%, 46.0% and 47.3%, respec(cid:2)vely. These awards are reﬂected as stock awards for ﬁscal year 2021 in the Summary Compensa(cid:2)on Table and in the Grants of Plan-Based Awards in 2021 table. 241 3. Discre(cid:2)onary Equity Awards. On April 1, 2021, Mr. Gray, Mr. Chae and Mr. Finley were awarded a discre(cid:2)onary award of 533,628, 105,322 and 91,279 deferred restricted common stock units, respec(cid:2)vely. These awards reﬂected 2020 performance and were intended to further promote reten(cid:2)on and to incen(cid:2)vize future performance. The awards were granted under the 2007 Equity Incen(cid:2)ve Plan. The awards will vest 10% on July 1, 2022, 10% on July 1, 2023, 20% on July 1, 2024, 30% on July 1, 2025 and 30% on July 1, 2026. These awards are reﬂected as stock awards for ﬁscal 2021 in the Summary Compensa(cid:2)on Table and in the Grants of Plan-Based Awards in 2021 table. In January 2022, Mr. Gray, Mr. Chae and Mr. Finley were each informed of an(cid:2)cipated discre(cid:2)onary awards of deferred restricted common stock units with values of $38,000,000, $10,500,000 and $9,000,000, respec(cid:2)vely. These an(cid:2)cipated awards reﬂect 2021 performance and are intended to further promote reten(cid:2)on and to incen(cid:2)vize future performance. These awards are expected to be granted under the 2007 Equity Incen(cid:2)ve Plan on April 1, 2022, subject to the named execu(cid:2)ve oﬃcer’s con(cid:2)nued employment through such date. Once granted, these awards will vest 10% on July 1, 2023, 10% on July 1, 2024, 20% on July 1, 2025, 30% on July 1, 2026 and 30% on July 1, 2027 and will be reﬂected as stock awards for ﬁscal 2022 in the Summary Compensa(cid:2)on Table and in the Grants of Plan- Based Awards in 2022 table. 4. Par(cid:2)cipa(cid:2)on in Carried Interest and Incen(cid:2)ve Fees. During 2021, all of our named execu(cid:2)ve oﬃcers par(cid:2)cipated in the carried interest of our carry funds and/or the incen(cid:2)ve fees of our funds that pay incen(cid:2)ve fees through their par(cid:2)cipa(cid:2)on interests in the carry or incen(cid:2)ve fee pools generated by these funds. The carry or incen(cid:2)ve fee pool with respect to each fund in a given year is funded by a ﬁxed percentage of the total amount of carried interest or incen(cid:2)ve fees earned by Blackstone for such fund in that year. We refer to these pools and employee par(cid:2)cipa(cid:2)on therein as our “Performance Plans” and payments made thereunder as “performance payments.” Because the aggregate amount of performance payments payable through our Performance Plans is directly (cid:2)ed to the performance of the funds, we believe this fosters a strong alignment of interests between the investors in those funds and these named execu(cid:2)ve oﬃcers, and therefore beneﬁts our shareholders. In addi(cid:2)on, most alterna(cid:2)ve asset managers, including several of our compe(cid:2)tors, use par(cid:2)cipa(cid:2)on in carried interest or incen(cid:2)ve fees as a central means of compensa(cid:2)ng and mo(cid:2)va(cid:2)ng their professionals, and we must do the same in order to a(cid:4)ract and retain the most qualiﬁed personnel. For purposes of our ﬁnancial statements, we treat the income allocated to all our personnel who have par(cid:2)cipa(cid:2)on interests in the carried interest or incen(cid:2)ve fees generated by our funds as compensa(cid:2)on, and the amounts of carried interest and incen(cid:2)ve fees earned by named execu(cid:2)ve oﬃcers are reﬂected as “All Other Compensa(cid:2)on” in the Summary Compensa(cid:2)on Table. Distribu(cid:2)ons in respect of our Performance Plans for each named execu(cid:2)ve oﬃcer are determined on the basis of the percentage par(cid:2)cipa(cid:2)on in the relevant investments previously allocated to that named execu(cid:2)ve oﬃcer, which percentage par(cid:2)cipa(cid:2)ons are established in January of each year in respect of the investments to be made in that year. The percentage par(cid:2)cipa(cid:2)on for a named execu(cid:2)ve oﬃcer may vary from year to year and fund to fund due to several factors, and may include changes in the size and composi(cid:2)on of the pool of Blackstone personnel par(cid:2)cipa(cid:2)ng in such Performance Plan in a given year, the performance of our various businesses, new developments in our businesses and product lines, and the named execu(cid:2)ve oﬃcer’s leadership and oversight of the func(cid:2)on for which the named execu(cid:2)ve oﬃcer is responsible and such named execu(cid:2)ve oﬃcer’s contribu(cid:2)ons with respect to our strategic ini(cid:2)a(cid:2)ves. In addi(cid:2)on, certain of our employees, including our named execu(cid:2)ve oﬃcers, may par(cid:2)cipate in proﬁt sharing ini(cid:2)a(cid:2)ves whereby these individuals may receive alloca(cid:2)ons of investment income from Blackstone’s ﬁrm investments. Our employees, including our named execu(cid:2)ve oﬃcers, may also receive equity awards in our investment advisory clients and/or be allocated securi(cid:2)es of such clients that we have received. (a) Carried Interest. Distribu(cid:2)ons of carried interest in cash (or, in some cases, in-kind) to our named execu(cid:2)ve oﬃcers and other employees who par(cid:2)cipate in our Performance Plans rela(cid:2)ng to our carry funds depends on the realized proceeds and (cid:2)ming of the cash realiza(cid:2)ons of the investments owned by the carry funds in which they par(cid:2)cipate. Our carry fund agreements also set forth speciﬁed precondi(cid:2)ons to a carried interest distribu(cid:2)on, which typically include that there must have been a posi(cid:2)ve return on the relevant investment and that the fund must be above its carried interest hurdle rate. In addi(cid:2)on, as described below, employees or senior managing directors may also be required to have fulﬁlled speciﬁed service requirements in order to be eligible to receive carried interest distribu(cid:2)ons. For our carry funds, carried interest distribu(cid:2)ons for the named execu(cid:2)ve oﬃcer’s par(cid:2)cipa(cid:2)on interests are generally made to the named execu(cid:2)ve oﬃcer following the actual realiza(cid:2)on of the investment, although a por(cid:2)on of such carried interest is held back by the ﬁrm in respect of any future “clawback” 242 obliga(cid:2)on related to the fund. In alloca(cid:2)ng par(cid:2)cipa(cid:2)on interests in the carry pools, we have not historically taken into account or based such alloca(cid:2)ons on any prior or projected triggering of any “clawback” obliga(cid:2)on related to any fund. To the extent any “clawback” obliga(cid:2)on were to be triggered for a fund, carried interest previously distributed to a named execu(cid:2)ve oﬃcer would have to be returned to the limited partners of such fund, thereby reducing the named execu(cid:2)ve oﬃcer’s overall compensa(cid:2)on for any such year. Moreover, because a carried interest recipient (including Blackstone itself) may have to fund more than its respec(cid:2)ve share of a “clawback” obliga(cid:2)on under the governing documents (generally, up to an addi(cid:2)onal 67%), there is the possibility that the compensa(cid:2)on paid to a named execu(cid:2)ve oﬃcer for any given year could be signiﬁcantly reduced or even nega(cid:2)ve in the event a “clawback” obliga(cid:2)on were to arise. Par(cid:2)cipa(cid:2)on in carried interest generated by our carry funds for all par(cid:2)cipa(cid:2)ng named execu(cid:2)ve oﬃcers other than Mr. Schwarzman and Mr. James is subject to ves(cid:2)ng. Ves(cid:2)ng serves as an employment reten(cid:2)on mechanism and thereby enhances the alignment of interests between a par(cid:2)cipant in our Performance Plans and the ﬁrm. Carried interest generally vests in equal installments on the ﬁrst through fourth anniversary of the closing of the investment to which it relates (unless an investment is realized prior to the expira(cid:2)on of such four-year anniversary, in which case an ac(cid:2)ve named execu(cid:2)ve oﬃcer is deemed 100% vested in the proceeds of such realiza(cid:2)ons). In addi(cid:2)on, any named execu(cid:2)ve oﬃcer who is re(cid:2)rement eligible will automa(cid:2)cally vest in 50% of their otherwise unvested carried interest alloca(cid:2)on upon re(cid:2)rement. (See “— Non-Compe(cid:2)(cid:2)on and Non-Solicita(cid:2)on Agreements — Re(cid:2)rement.”) We believe that ves(cid:2)ng of carried interest par(cid:2)cipa(cid:2)on enhances the stability of our senior management team and provides greater incen(cid:2)ves for our named execu(cid:2)ve oﬃcers to remain at the ﬁrm. Due to his unique status as a founder and the long(cid:2)me chief execu(cid:2)ve oﬃcer of our ﬁrm, Mr. Schwarzman vests in 100% of his carried interest par(cid:2)cipa(cid:2)on related to any investment by a carry fund upon the closing of that investment. In recogni(cid:2)on of his signiﬁcant contribu(cid:2)ons to the ﬁrm and the value Mr. James provided as Execu(cid:2)ve Vice Chairman, Mr. James fully vests in any carried interest par(cid:2)cipa(cid:2)on related to any investment by a carry fund upon the closing of that investment. (b) Incen(cid:2)ve Fees. Cash distribu(cid:2)ons of incen(cid:2)ve fees to our named execu(cid:2)ve oﬃcers and other employees who par(cid:2)cipate in our Performance Plans rela(cid:2)ng to the funds that pay incen(cid:2)ve fees depends on the performance of the investments owned by those funds in which they par(cid:2)cipate. For our investment funds that pay incen(cid:2)ve fees, those incen(cid:2)ve fees are only paid to the ﬁrm and employees of the ﬁrm to the extent an applicable fund’s por(cid:6)olio of investments has proﬁtably appreciated in value (in most cases above a speciﬁed level) during the applicable period and following the calcula(cid:2)on of the proﬁt split (if any) between the fund’s general partner or investment adviser and the fund’s investors. (c) Investment Advisory Client Interests. BXMT, Blackstone Residen(cid:2)al Trust (“BXRT”) and Blackstone Real Estate Income Trust (“BREIT”) are investment advisory clients of Blackstone. Compensa(cid:2)on we receive from investment advisory clients in the form of securi(cid:2)es may be allocated to employees and senior managing directors. In 2021, Messrs. Schwarzman, Gray, James, Chae and Finley were allocated restricted shares of listed common stock of BXMT in connec(cid:2)on with investment advisory services provided by Blackstone to BXMT. In 2021, Messrs. Schwarzman, Gray, James, Chae and Finley were also allocated fully vested shares of BREIT. The BREIT shares were allocated in the ﬁrst quarter of 2021 in respect of 2020 performance. The value of these allocated shares is reﬂected as “All Other Compensa(cid:2)on” in the Summary Compensa(cid:2)on Table. 5. Other Beneﬁts. Upon the consumma(cid:2)on of our ini(cid:2)al public oﬀering in June 2007, we entered into a founding member agreement with our founder, Mr. Schwarzman, which provides (as subsequently amended) speciﬁed beneﬁts to him following his re(cid:2)rement. (See “— Narra(cid:2)ve Disclosure to Summary Compensa(cid:2)on Table and Grants of Plan-Based Awards in 2021 — Schwarzman Founding Member Agreement.”) Mr. Schwarzman and Mr. Gray are and Mr. James was provided certain security services, which may include home security systems and monitoring, and personal and related security services. These security services are provided for our beneﬁt, and we consider the related expenses to be appropriate business expenses rather than personal beneﬁts for Mr. Schwarzman, Mr. Gray and Mr. James. Nevertheless, the expenses associated with these security services are reﬂected in the “All Other Compensa(cid:2)on” column of the Summary Compensa(cid:2)on Table below to the extent the 243 aggregate amount of all perquisites or other personal beneﬁts received by the named execu(cid:2)ve oﬃcer exceeded $10,000. In addi(cid:2)on, in 2021, we provided certain unused company-leased oﬃce space, and limited administra(cid:2)ve support, for use by certain individuals who work for the Educa(cid:2)on Finance Ins(cid:2)tute (EFI), a charitable organiza(cid:2)on formed by Mr. James, for which there was no incremental cost to Blackstone. Determina(cid:2)on of Incen(cid:2)ve Compensa(cid:2)on Mr. Schwarzman reserves ﬁnal approval of each named execu(cid:2)ve oﬃcer’s compensa(cid:2)on, other than his own, and receives recommenda(cid:2)ons from Mr. Gray on such compensa(cid:2)on determina(cid:2)ons (other than with respect to Mr. Gray’s own compensa(cid:2)on). Mr. Schwarzman’s compensa(cid:2)on has been established pursuant to the terms of his amended and restated founding member agreement, which is described below under “Narra(cid:2)ve Disclosure to Summary Compensa(cid:2)on Table and Grants of Plan-Based Awards in 2021 — Schwarzman Founding Member Agreement.” For 2021, these decisions were based primarily on Mr. Schwarzman’s and Mr. Gray’s assessment of such named execu(cid:2)ve oﬃcer’s individual performance, opera(cid:2)onal performance for the areas of the business for which the named execu(cid:2)ve oﬃcer has responsibility, and the named execu(cid:2)ve oﬃcer’s poten(cid:2)al to enhance investment returns for the investors in our funds and service to our advisory clients, and to contribute to long-term shareholder value. In evalua(cid:2)ng these factors, Mr. Schwarzman and Mr. Gray relied upon their judgment to determine the ul(cid:2)mate amount of a named execu(cid:2)ve oﬃcer’s annual cash bonus payment and par(cid:2)cipa(cid:2)on in carried interest, incen(cid:2)ve fees and investment advisory client interests that was necessary to properly induce the named execu(cid:2)ve oﬃcer to seek to achieve our objec(cid:2)ves and reward a named execu(cid:2)ve oﬃcer in achieving those objec(cid:2)ves over the course of the prior year. Key factors that Mr. Schwarzman considered in making such determina(cid:2)on with respect to Mr. Gray were his service as President and Chief Opera(cid:2)ng Oﬃcer, his role in overseeing the growth and opera(cid:2)ons of the ﬁrm, and his leadership on the strategic direc(cid:2)on of the ﬁrm. Key factors that Messrs. Schwarzman and Gray considered in making such determina(cid:2)ons with respect to Mr. James were his role in helping develop new businesses, serving as a ﬁrm spokesman and managing strategic external rela(cid:2)onships. Key factors that Messrs. Schwarzman and Gray considered in making such determina(cid:2)ons with respect to Mr. Chae were his leadership and oversight of our global ﬁnance, treasury, technology and corporate development func(cid:2)ons and his role in strategic ini(cid:2)a(cid:2)ves undertaken by the ﬁrm. Key factors that Messrs. Schwarzman and Gray considered in making such determina(cid:2)ons with respect to Mr. Finley were his leadership and oversight of our global legal and compliance func(cid:2)ons, his role in posi(cid:2)oning the ﬁrm to be compliant with and responsive to evolving legal and regulatory requirements applicable to us and our investment businesses, and his role in strategic ini(cid:2)a(cid:2)ves undertaken by the ﬁrm. For 2021, Messrs. Schwarzman and Gray also considered each named execu(cid:2)ve oﬃcer’s prior year annual cash bonus payments, indica(cid:2)ve par(cid:2)cipa(cid:2)on interests disclosed to the named execu(cid:2)ve oﬃcer at the beginning of the year, his allocated share of performance interests through par(cid:2)cipa(cid:2)on in our Performance Plans, the appropriate balance between incen(cid:2)ves for long-term and short-term performance, and the compensa(cid:2)on paid to the named execu(cid:2)ve oﬃcer’s peers within the ﬁrm. The actual cash bonus amounts awarded based on these considera(cid:2)ons, net of the por(cid:2)on of Mr. Gray’s, Mr. Chae’s and Mr. Finley’s bonus mandatorily deferred into deferred restricted common stock units pursuant to the Bonus Deferral Plan, are reﬂected in the “Bonus” column of the Summary Compensa(cid:2)on Table below. Compensa(cid:2)on Commi(cid:4)ee Report The compensa(cid:2)on commi(cid:3)ee of the board of directors has reviewed and discussed with management the foregoing Compensa(cid:2)on Discussion and Analysis and, based on such review and discussion, has determined that the Compensa(cid:2)on Discussion and Analysis should be included in this annual report. Compensa(cid:2)on Commi(cid:4)ee Interlocks and Insider Par(cid:2)cipa(cid:2)on Stephen A. Schwarzman During 2021, our compensa(cid:2)on commi(cid:3)ee was comprised of Mr. Schwarzman, and none of our execu(cid:2)ve oﬃcers served as a director or member of the compensa(cid:2)on commi(cid:3)ee (or other commi(cid:3)ee serving an equivalent func(cid:2)on) of any other en(cid:2)ty whose execu(cid:2)ve oﬃcers served on our compensa(cid:2)on commi(cid:3)ee or our board of directors. For a descrip(cid:2)on of certain transac(cid:2)ons between us and Mr. Schwarzman, see “— Item 13. Certain Rela(cid:2)onships and Related Transac(cid:2)ons, and Director Independence.” 244 Summary Compensa(cid:2)on Table The following table provides summary informa(cid:2)on concerning the compensa(cid:2)on of our Chief Execu(cid:2)ve Oﬃcer, our Chief Financial Oﬃcer and each of our three other most highly compensated employees who served as execu(cid:2)ve oﬃcers at December 31, 2021, for services rendered to us. These individuals are referred to as our named execu(cid:2)ve oﬃcers in this annual report. Name and Principal Posi(cid:2)on Stephen A. Schwarzman Chairman and Chief Execu(cid:2)ve Oﬃcer Jonathan D. Gray President and Chief Opera(cid:2)ng Oﬃcer Hamilton E. James Former Execu(cid:2)ve Vice Chairman Michael S. Chae Chief Financial Oﬃcer John G. Finley Chief Legal Oﬃcer Bonus (a) Stock Awards (b) All Other Compensa(cid:2)on (c) Total — $ — $ — $ — $159,931,754 $160,281,754 — $ 86,030,331 $ 86,380,331 — $ 56,723,953 $ 57,073,953 Salary 350,000 $ 350,000 $ 350,000 $ 350,000 $ — $ 52,408,134 $103,836,036 $156,594,170 350,000 $ 4,650,000 $ 36,838,755 $ 81,366,606 $123,205,361 350,000 $10,000,000 $ 33,006,635 $ 55,637,598 $ 98,994,233 350,000 $16,786,756 $ 350,000 $19,052,642 $ 350,000 $27,347,258 $ — $ 79,375,028 $ 96,511,784 — $ 45,373,247 $ 64,775,889 — $ 28,265,429 $ 55,962,687 350,000 $ 4,566,274 $ 11,278,331 $ 14,610,658 $ 30,805,263 350,000 $ 4,650,000 $ 12,160,258 $ 10,825,066 $ 27,985,324 5,556,311 $ 15,580,374 350,000 $ 5,713,868 $ 3,960,195 $ 350,000 $ 3,558,699 $ 9,623,557 $ 350,000 $ 3,737,919 $ 6,849,868 $ 350,000 $ 3,691,801 $ 4,564,697 $ 4,260,136 $ 17,792,392 2,341,112 $ 13,278,899 9,990,231 1,383,733 $ Year 2021 $ 2020 $ 2019 $ 2021 $ 2020 $ 2019 $ 2021 $ 2020 $ 2019 $ 2021 $ 2020 $ 2019 $ 2021 $ 2020 $ 2019 $ (a) The amounts reported in this column reﬂect the annual cash bonus payments made for performance in the indicated year. The amount reported as “bonus” for 2021 for Mr. Gray, Mr. Chae and Mr. Finley is shown net of their mandatory deferral pursuant to the Bonus Deferral Plan. The deferred amounts for 2021 were as follows: Mr. Gray, $14,202,970, Mr. Chae, $3,883,726 and Mr. Finley, $3,191,301. For addi(cid:2)onal informa(cid:2)on on the Bonus Deferral Plan, see “— Narra(cid:2)ve Disclosure to Summary Compensa(cid:2)on Table and Grants of Plan-Based Awards in 2021 — Terms of Deferred Restricted Common Stock Units Granted Under the Bonus Deferral Plan in 2022 and Prior Years.” (b) The reference to “stock” in this table refers to deferred restricted Blackstone Holdings Partnership Units or deferred restricted common stock units. The amounts reported in this column represent the grant date fair value of stock awards granted for ﬁnancial statement repor(cid:2)ng purposes in accordance with GAAP pertaining to equity-based compensa(cid:2)on. The assump(cid:2)ons used in determining the grant date fair value are set forth in Note 17. “Equity-Based Compensa(cid:2)on” in the “Notes to Consolidated Financial Statements” in “Part II. Item 8. Financial Statements and Supplementary Data.” Amounts reported for 2021 reﬂect the following deferred restricted common stock units granted on January 7, 2022, for 2021 performance under the Bonus Deferral Plan: Mr. Gray, 105,312 deferred restricted common stock units with a grant date fair value of $12,284,645, Mr. Chae, 28,797 deferred restricted common stock units with a grant date fair value of $3,359,170 and Mr. Finley, 23,663 deferred restricted common stock units with a grant date fair value of $2,760,289. The grant date fair value of these equity awards is computed in accordance with GAAP and generally diﬀers from the dollar amount of such awards. For addi(cid:2)onal informa(cid:2)on on the Bonus Deferral Plan, see “— Narra(cid:2)ve Disclosure to Summary Compensa(cid:2)on Table and Grants of Plan-Based Awards in 2021 — Terms of Discre(cid:2)onary Equity Awards.” 245 (c) Amounts reported for 2021 include distribu(cid:2)ons, whether in cash or in-kind, in respect of carried interest or incen(cid:2)ve fee alloca(cid:2)ons rela(cid:2)ng to our Performance Plans to the named execu(cid:2)ve oﬃcer in 2021 as follows: $148,078,977 for Mr. Schwarzman, $91,723,689 for Mr. Gray, $76,730,810 for Mr. James, $14,020,954 for Mr. Chae and $4,002,810 for Mr. Finley. Any in-kind distribu(cid:2)ons in respect of carried interest are reported based on the market value of the securi(cid:2)es distributed as of the date of distribu(cid:2)on. For 2021, no named execu(cid:2)ve oﬃcers received such in-kind distribu(cid:2)ons. We have determined to present compensa(cid:2)on rela(cid:2)ng to carried interest and incen(cid:2)ve fees within the Summary Compensa(cid:2)on Table in the year in which such compensa(cid:2)on is paid to the named execu(cid:2)ve oﬃcer under the terms of the relevant Performance Plan. Accordingly, the amounts presented in the table diﬀer from the compensa(cid:2)on expense recorded by us on an accrual basis for such year in respect of carried interest and incen(cid:2)ve fees allocable to a named execu(cid:2)ve oﬃcer, which accrued amounts for 2021 are separately disclosed in this footnote to the Summary Compensa(cid:2)on Table. We believe that the presenta(cid:2)on of the actual amounts of carried interest- and incen(cid:2)ve fee-related compensa(cid:2)on paid to a named execu(cid:2)ve oﬃcer during the year, instead of the amounts of compensa(cid:2)on expense we have recorded on an accrual basis, most appropriately reﬂects the actual compensa(cid:2)on received by the named execu(cid:2)ve oﬃcer and represents the amount most directly aligned with the named execu(cid:2)ve oﬃcer’s actual performance. By contrast, the amount of compensa(cid:2)on expense accrued in respect of carried interest and incen(cid:2)ve fees allocable to a named execu(cid:2)ve oﬃcer can be highly vola(cid:2)le from year to year, with amounts accrued in one year being reversed in a following year, and vice versa, causing such amounts to be less useful as a measure of the compensa(cid:2)on actually earned by a named execu(cid:2)ve oﬃcer in any par(cid:2)cular year. To the extent compensa(cid:2)on expense recorded by us on an accrual basis in respect of carried interest or incen(cid:2)ve fee alloca(cid:2)ons (rather than cash or in-kind distribu(cid:2)ons) were to be included for 2021, the amounts would be $538,338,736 for Mr. Schwarzman, $423,354,331 for Mr. Gray, $225,328,225 for Mr. James, $37,697,695 for Mr. Chae and $14,490,285 for Mr. Finley. For ﬁnancial statement repor(cid:2)ng purposes, the accrual of compensa(cid:2)on expense is equal to the amount of carried interest and incen(cid:2)ve fees related to performance fee revenues as of the last day of the relevant period as if the performance fee revenues in the funds genera(cid:2)ng such carried interest or incen(cid:2)ve fees were realized as of the last day of the relevant period. With respect to Messrs. Schwarzman, Gray, James, Chae and Finley, amounts shown for 2021 also include the value of restricted shares of listed common stock of BXMT allocated to such named execu(cid:2)ve oﬃcers based on the closing price of BXMT’s common stock on the date of the award as follows: $1,196,180 for Mr. Schwarzman, $553,456 for Mr. Gray, $139,791 for Mr. James, $59,921 for Mr. Chae and $26,148 for Mr. Finley. These restricted BXMT shares will vest over three years with one-sixth of the shares ves(cid:2)ng at the end of the second quarter a(cid:5)er the date of the award and the remaining shares ves(cid:2)ng in ten equal quarterly installments therea(cid:5)er. In addi(cid:2)on, with respect to Messrs. Schwarzman, Gray, James, Chae and Finley, amounts shown for 2021 also include the value of BREIT shares allocated to such named execu(cid:2)ve oﬃcers based on BREIT’s 2020 year-end net asset value as follows: $8,079,665 for Mr. Schwarzman, $11,558,891 for Mr. Gray, $2,504,426 for Mr. James, $529,782 for Mr. Chae and $231,178 for Mr. Finley. These BREIT shares are fully vested upon delivery. With the excep(cid:2)on of $2,576,932 of expenses related to security services in 2021 for Mr. Schwarzman and members of his family, there were no perquisites or other personal beneﬁts provided to the other named execu(cid:2)ve oﬃcers for which the aggregate incremental cost to the Company exceeded $10,000, and informa(cid:2)on regarding any such perquisites or other personal beneﬁts has therefore not been included. As noted above under “— Compensa(cid:2)on Discussion and Analysis — Compensa(cid:2)on Elements for Named Execu(cid:2)ve Oﬃcers — Other Beneﬁts,” we consider the expenses for security services for Mr. Schwarzman to be for our beneﬁt and appropriate business expenses rather than personal beneﬁts for Mr. Schwarzman. Mr. Schwarzman makes business and personal use of a car and driver and he and members of his family may also make occasional business and personal use of an airplane in which we have a frac(cid:2)onal interest, and in each case, he bears the full cost of such personal usage. In addi(cid:2)on, certain Blackstone personnel administer personal ma(cid:6)ers for Mr. Schwarzman and members of his family and certain ma(cid:6)ers for the Stephen A. Schwarzman Educa(cid:2)on Founda(cid:2)on (“SASEF”) and the Stephen A. Schwarzman Founda(cid:2)on 246 (“SASF”), and Mr. Schwarzman, SASEF and SASF, as applicable, respec(cid:2)vely, bear the full incremental cost to us of such personnel, if any. Mr. James and members of his family made occasional business and personal use of an airplane in which we have a frac(cid:2)onal interest, and he bore the full incremental cost of such personal usage. There is no incremental expense incurred by us in connec(cid:2)on with the use of any car and driver, airplane or personnel by Messrs. Schwarzman or James, as described above. Grants of Plan-Based Awards in 2021 The following table provides informa(cid:2)on concerning equity awards granted in 2021 or, for deferred restricted common stock units granted under the Bonus Deferral Plan or on the same terms as the deferred bonus awards under the Bonus Deferral Plan, with respect to 2021, to our named execu(cid:2)ve oﬃcers: Name Stephen A. Schwarzman Jonathan D. Gray Hamilton E. James Michael S. Chae John G. Finley Grant Date — 4/1/2021 1/7/2022 — 4/1/2021 1/7/2022 4/1/2021 1/7/2022 All Other Stock Awards: Number of Shares of Stock or Units — Grant Date Fair Value of Stock and Op(cid:2)on Awards — — $ 533,628(a) $40,123,489 105,312 (b) $12,284,645 — $ 105,322(a) $ 7,919,161 28,797 (b) $ 3,359,170 91,279(a) $ 6,863,268 23,663 (b) $ 2,760,289 (a) Represents deferred restricted common stock units granted under our 2007 Equity Incen(cid:2)ve Plan and reﬂects 2020 performance. (b) Represents deferred restricted common stock units granted in 2022 under the Bonus Deferral Plan for 2021 performance. These grants are reﬂected in the “Stock Awards” column of the Summary Compensa(cid:2)on Table in 2021. Narra(cid:2)ve Disclosure to Summary Compensa(cid:2)on Table and Grants of Plan-Based Awards in 2021 Terms of Discre(cid:2)onary Equity Awards Ves(cid:2)ng Provisions. The 981,883 deferred restricted Blackstone Holdings Partnership Units granted to Mr. Chae in 2016 began ves(cid:2)ng annually in substan(cid:2)ally equal installments over six years beginning on July 1, 2019. The 708,601, 47,241 and 47,241 deferred restricted Blackstone Holdings Partnership Units granted in 2019 to Mr. Gray, Mr. Chae and Mr. Finley, respec(cid:2)vely, will vest 20% on July 1, 2022, 30% on July 1, 2023 and 50% on July 1, 2024. The 757,217, 216,348 and 108,174 deferred restricted common stock units granted in 2020 to Mr. Gray, Mr. Chae and Mr. Finley, respec(cid:2)vely, vested 10% on July 1, 2021, and will vest 10% on July 1, 2022, 20% on July 1, 2023, 30% on July 1, 2024 and 30% on July 1, 2025. The 533,628, 105,322 and 91,279 deferred restricted common stock units granted in 2021 to Mr. Gray, Mr. Chae and Mr. Finley, respec(cid:2)vely, will vest 10% on July 1, 2022, 10% on July 1, 2023, 20% on July 1, 2024, 30% on July 1, 2025 and 30% on July 1, 2026. Except as described below, unvested discre(cid:2)onary equity awards are generally forfeited upon termina(cid:2)on of employment. With respect to Mr. Gray, the deferred restricted Blackstone Holdings Partnership Units granted to him in 2019 and the deferred common stock units granted to him in 2020 and 2021 will become fully vested if he is terminated by us without cause. In addi(cid:2)on, upon the death or permanent disability of a named execu(cid:2)ve oﬃcer, all unvested discre(cid:2)onary equity awards of common stock units held at that (cid:2)me will vest immediately. In connec(cid:2)on with a named execu(cid:2)ve oﬃcer’s termina(cid:2)on of employment due to qualifying re(cid:2)rement, 50% of such units will con(cid:2)nue to vest and be delivered over the ves(cid:2)ng period, subject to forfeiture if the named execu(cid:2)ve 247 oﬃcer violates any applicable provision of his employment agreement or engages in any compe(cid:2)(cid:2)ve ac(cid:2)vity (as such term is deﬁned in the applicable award agreement). (See “Non-Compe(cid:2)(cid:2)on and Non-Solicita(cid:2)on Agreements — Re(cid:2)rement.”) Further, in the event of a change in control (deﬁned in the Blackstone Holdings partnership agreements as the occurrence of any person, other than Blackstone Group Management L.L.C. or a person approved by Blackstone Group Management L.L.C., becoming the Series II Preferred Stockholder), all unvested discre(cid:2)onary equity awards will automa(cid:2)cally be deemed vested as of immediately prior to such change in control. All vested and unvested equity awards (and our common stock delivered upon ves(cid:2)ng or received in exchange for Blackstone Holdings Partnership Units) held by a named execu(cid:2)ve oﬃcer will be immediately forfeited in the event the named execu(cid:2)ve oﬃcer materially breaches any of their restric(cid:2)ve covenants set forth in the non-compe(cid:2)(cid:2)on and non-solicita(cid:2)on agreement outlined under “Non-Compe(cid:2)(cid:2)on and Non-Solicita(cid:2)on Agreements” or their service is terminated for cause. Notwithstanding the foregoing, Mr. Schwarzman will not be required to forfeit more than 25% of the units held by him as of March 1, 2018, the date of his amended and restated founding member agreement. Cash Dividend Equivalents. All discre(cid:2)onary equity awards are en(cid:2)tled to the payment of current cash dividend equivalents. In accordance with the SEC’s rules, the current cash dividend equivalents are not required to be reported in the Summary Compensa(cid:2)on Table because the amounts of future cash dividends are factored into the grant date fair value of the awards. Minimum Retained Ownership Requirements. For units granted in 2014 and prior years, while employed by us and generally for one year following the termina(cid:2)on of employment, each of our named execu(cid:2)ve oﬃcers (except as otherwise provided below) will be required to con(cid:2)nue to hold (and may not transfer) at least 25% of all vested equity (other than vested common stock awarded under our Bonus Deferral Plan) received by such named execu(cid:2)ve oﬃcer; provided that with respect to vested equity received in connec(cid:2)on with the reorganiza(cid:2)on we eﬀected prior to our ini(cid:2)al public oﬀering, such percentage is reduced to 12.5% upon qualifying re(cid:2)rement. For equity granted from 2015 through 2018 each of our named execu(cid:2)ve oﬃcers (except as otherwise provided below) is required to hold 25% of their vested equity (other than vested common stock awarded under our Bonus Deferral Plan) un(cid:2)l the earlier of (1) ten years a(cid:7)er the applicable ves(cid:2)ng date and (2) one year following termina(cid:2)on of employment. For equity awards granted from 2019 and onward, each of our named execu(cid:2)ve oﬃcers (except as otherwise provided below) is required to hold 25% of their vested equity (other than vested common stock awarded under our Bonus Deferral Plan) for two years a(cid:7)er each ves(cid:2)ng event, unless the named execu(cid:2)ve oﬃcer’s employment terminates prior to release, in which case the vested equity will be released two years a(cid:7)er the termina(cid:2)on of employment. The requirement that one con(cid:2)nue to hold such minimum amounts of vested equity is subject to the qualiﬁca(cid:2)on in Mr. Schwarzman’s case that in no event will he be required to hold equity having a market value greater than $1.5 billion or hold equity following termina(cid:2)on of employment. Each of our named execu(cid:2)ve oﬃcers is in compliance with these minimum retained ownership requirements. Transfer Restric(cid:2)ons. None of our named execu(cid:2)ve oﬃcers may transfer Blackstone Holdings Partnership Units other than pursuant to transac(cid:2)ons or programs approved by us. This transfer restric(cid:2)on applies to sales and pledges of Blackstone Holdings Partnership Units, grants of op(cid:2)ons, rights or warrants to purchase Blackstone Holdings Partnership Units or swaps or other arrangements that transfer to another, in whole or in part, any of the economic consequences of ownership of the Blackstone Holdings Partnership Units other than as approved by us. We will generally approve pledges or transfers to personal planning vehicles beneﬁcially owned by the families of our pre-IPO owners and charitable gi(cid:7)s, provided that the pledgee, transferee or donee agrees to be subject to the same transfer restric(cid:2)ons (except as speciﬁed above with respect to Mr. Schwarzman). Transfers to Blackstone are also exempt from the transfer restric(cid:2)ons. 248 The transfer restric(cid:2)ons set forth above will con(cid:2)nue to apply generally for one year following the termina(cid:2)on of employment of a named execu(cid:2)ve oﬃcer other than Mr. Schwarzman for any reason, except that the transfer restric(cid:2)ons set forth above will lapse upon death or permanent disability or in the event of a change in control (as deﬁned above). Terms of Deferred Restricted Common Stock Units Granted Under the Bonus Deferral Plan in 2022 and Prior Years In 2007, we established our Bonus Deferral Plan for certain eligible employees in order to provide such eligible employees with a pre-tax deferred incen(cid:2)ve compensa(cid:2)on opportunity and to enhance the alignment of interests between such eligible employees and Blackstone and our aﬃliates. The Bonus Deferral Plan is an unfunded, nonqualiﬁed Bonus Deferral Plan which provides for the automa(cid:2)c, mandatory deferral of a por(cid:2)on of each par(cid:2)cipant’s annual cash bonus payment. At the end of each year, the Plan Administrator (as deﬁned in the Bonus Deferral Plan) selects plan par(cid:2)cipants in its sole discre(cid:2)on and no(cid:2)ﬁes such individuals that they have been selected to par(cid:2)cipate in the Bonus Deferral Plan for such year. Par(cid:2)cipa(cid:2)on is mandatory for those employees selected by the Plan Administrator to be par(cid:2)cipants. An individual, if selected, may not decline to par(cid:2)cipate in the Bonus Deferral Plan and an individual who is not so selected may not elect to par(cid:2)cipate in the Bonus Deferral Plan. The selec(cid:2)on of par(cid:2)cipants is made on an annual basis; an individual selected to par(cid:2)cipate in the Bonus Deferral Plan for a given year may not necessarily be selected to par(cid:2)cipate in a subsequent year. For 2021, all employees other than Mr. Schwarzman and Mr. James were selected to par(cid:2)cipate in the Bonus Deferral Plan, with the deferred amount (if any) determined in accordance with the table described below. In respect of the deferred por(cid:2)on of his or her annual cash bonus payment, each par(cid:2)cipant receives deferral units which represent rights to receive in the future a speciﬁed amount of common stock units under our 2007 Equity Incen(cid:2)ve Plan, subject to ves(cid:2)ng provisions described below. The amount of each par(cid:2)cipant’s annual cash bonus payment deferred under the Bonus Deferral Plan is calculated pursuant to a deferral rate table using the par(cid:2)cipant’s total annual incen(cid:2)ve compensa(cid:2)on, which generally includes such par(cid:2)cipant’s annual cash bonus payment and a por(cid:2)on of any incen(cid:2)ve fees earned in connec(cid:2)on with our investment funds, and is subject to certain adjustments, including reduc(cid:2)ons for mandatory contribu(cid:2)ons to our investment funds. For deferrals of annual cash bonus payments, the deferral percentage was calculated on the basis set forth in the following table (or such other table that may be adopted by the Plan Administrator). Por(cid:2)on of Annual Incen(cid:2)ve $0—100,000 $100,001—200,000 $200,001—500,000 $500,001—750,000 $750,001—1,250,000 $1,250,001—2,000,000 $2,000,001—3,000,000 $3,000,001—4,000,000 $4,000,001—5,000,000 $5,000,000 + Marginal Deferral Rate Applicable to Such Por(cid:2)on 0% 15% 20% 30% 40% 45% 50% 55% 60% 65% Eﬀec(cid:2)ve Deferral Rate for En(cid:2)re Annual Bonus (a) 0.0% 7.5% 15.0% 20.0% 28.0% 34.4% 39.6% 43.4% 46.8% 52.8% (a) Eﬀec(cid:2)ve deferral rates are shown for illustra(cid:2)ve purposes only and are based on an annual cash payment equal to the maximum amount in the range shown in the far le(cid:7) column (which is assumed to be $7,500,000 for the last range shown). 249 Mandatory Deferral Awards. Generally, deferral units are sa(cid:2)sﬁed by delivery of shares of our common stock in equal annual installments over a three-year deferral period. Delivery of shares of our common stock underlying vested deferral units is generally made during open trading window periods to facilitate the par(cid:2)cipant’s liquidity to meet tax obliga(cid:2)ons. If the par(cid:2)cipant’s employment is terminated for cause, the par(cid:2)cipant’s undelivered deferral units (vested and unvested) will be immediately forfeited. Upon a change in control or termina(cid:2)on of the par(cid:2)cipant’s employment because of death, any undelivered deferral units (vested and unvested) will become immediately deliverable. Unvested bonus deferral awards will be forfeited upon resigna(cid:2)on, will immediately vest and be delivered if the par(cid:2)cipant’s employment is terminated without cause or because of disability and, in connec(cid:2)on with a qualifying re(cid:2)rement, will con(cid:2)nue to vest and be delivered over the applicable deferral period, subject to forfeiture if the par(cid:2)cipant violates any applicable provision of his or her employment agreement or engages in any compe(cid:2)(cid:2)ve ac(cid:2)vity (as such term is deﬁned in the Bonus Deferral Plan). The 43,752 and 67,045 deferred restricted common stock units granted under the Bonus Deferral Plan to Mr. Chae and Mr. Finley, respec(cid:2)vely, in 2019 for 2018 performance vested one-third on January 1, 2020, one-third on January 1, 2021 and one-third on January 1, 2022. The 30,487 and 40,960 deferred restricted common stock units granted under the Bonus Deferral Plan to Mr. Chae and Mr. Finley, respec(cid:2)vely, in 2020 for 2019 performance vested one-third on January 1, 2021 and one-third on January 1, 2022 and will vest one-third on January 1, 2023. The 94,504, 52,993 and 38,734 deferred restricted common stock granted to Mr. Gray, Mr. Chae and Mr. Finley, respec(cid:2)vely, in 2021 for 2020 performance vested one-third on January 1, 2022 and will vest one-third on January 1, 2023 and one-third on January 1, 2024. The 105,312, 28,797 and 23,663 deferred restricted common stock granted to Mr. Gray, Mr. Chae and Mr. Finley, respec(cid:2)vely, in 2022 for 2021 performance will vest one-third on January 1, 2023, one-third on January 1, 2024 and one-third on January 1, 2025. Schwarzman Founding Member Agreement Upon the consumma(cid:2)on of our ini(cid:2)al public oﬀering, we entered into a founding member agreement with Mr. Schwarzman. On March 1, 2018, we amended and restated this agreement, with the approval of the conﬂicts commi(cid:3)ee advised by independent counsel, to address certain re(cid:2)rement beneﬁts to be received by Mr. Schwarzman. Mr. Schwarzman’s agreement provides that he will remain our Chairman and Chief Execu(cid:2)ve Oﬃcer (or, as determined by Mr. Schwarzman, our Chairman or Execu(cid:2)ve Chairman) while con(cid:2)nuing service with us and requires him to give us six months’ prior wri(cid:3)en no(cid:2)ce of intent to terminate service with us. The agreement provides that following re(cid:2)rement (or, if applicable, the date on which he ceases ac(cid:2)ve service as a result of his permanent disability), Mr. Schwarzman will be provided with speciﬁed re(cid:2)rement beneﬁts for the remainder of his life, including that he be permi(cid:3)ed to retain his then current oﬃce and con(cid:2)nue to be provided with administra(cid:2)ve support, access to oﬃce services and a car and driver. Mr. Schwarzman will also con(cid:2)nue to receive health beneﬁts following his re(cid:2)rement un(cid:2)l his death, subject to his con(cid:2)nuing payment of the related health insurance premiums consistent with current policies. Finally, Mr. Schwarzman will also receive reimbursement for travel costs (including travel on personal aircra(cid:7)) for Blackstone related business func(cid:2)ons, annual home and personal security beneﬁts, reasonable access to our Chief Legal Oﬃcer, reasonable access to certain events, legal representa(cid:2)on for Blackstone related ma(cid:3)ers, and, subject to his con(cid:2)nuing payment of costs and expenses related thereto, he will con(cid:2)nue to be provided with oﬃces, technology and support for his family oﬃce team at levels consistent with current prac(cid:2)ce. The agreement provides that, following Mr. Schwarzman’s termina(cid:2)on of service, he or related en(cid:2)(cid:2)es will remain en(cid:2)tled to receive awards of carried interest at reduced levels un(cid:2)l the later of February 14, 2027 or the date of Mr. Schwarzman’s death. The proﬁt sharing percentage for any carried interest awarded in new funds launched a(cid:7)er Mr. Schwarzman’s termina(cid:2)on of service shall generally be set at 50% of the proﬁt sharing percentage Mr. Schwarzman held in the most recent corresponding predecessor fund prior to his termina(cid:2)on of employment or, in the case of new funds without a corresponding predecessor fund prior to Mr. Schwarzman’s termina(cid:2)on of service, a proﬁt sharing percentage set at 50% of the median of the aggregate proﬁt sharing percentages held by Mr. Schwarzman at the (cid:2)me of his termina(cid:2)on of service. 250 While currently Mr. Schwarzman is en(cid:2)tled to invest in or alongside our investment funds without being subject to management fees or carried interest, this has been extended to con(cid:2)nue un(cid:2)l ten years following the date of Mr. Schwarzman’s death as to Mr. Schwarzman, his estate and related en(cid:2)(cid:2)es. On July 1, 2019, in connec(cid:2)on with the Conversion and with the approval of the conﬂicts commi(cid:3)ee advised by independent counsel, we amended this agreement to address the ongoing compensa(cid:2)on to be received by Mr. Schwarzman. Pursuant to the amended agreement, Mr. Schwarzman is en(cid:2)tled to distribu(cid:2)ons and beneﬁts in amounts and at levels that are consistent with current prac(cid:2)ces. In addi(cid:2)on, the amended agreement provides that, prior to Mr. Schwarzman’s termina(cid:2)on of service, the proﬁt sharing percentage for any carried interest in new funds in which there is a corresponding predecessor fund shall be set at the same proﬁt sharing percentage he or related en(cid:2)(cid:2)es held in the most recent such predecessor fund and, in the case where there is no such predecessor fund, the proﬁt sharing percentage shall be set at the median proﬁt sharing percentage owned by him or related en(cid:2)(cid:2)es across all funds exis(cid:2)ng at the (cid:2)me in ques(cid:2)on. In connec(cid:2)on with the amended agreement, Mr. Schwarzman informed the former conﬂicts commi(cid:3)ee of our board of directors that he has no current plan to re(cid:2)re. Senior Managing Director Agreements Upon the consumma(cid:2)on of our ini(cid:2)al public oﬀering, we entered into substan(cid:2)ally similar senior managing director agreements with each of our named execu(cid:2)ve oﬃcers and other senior managing directors employed at the ﬁrm at that (cid:2)me, other than our founder. Senior managing directors who have joined the ﬁrm a(cid:7)er our ini(cid:2)al public oﬀering (including Mr. Finley) have also entered into senior managing director agreements. The agreements generally provide that each senior managing director will devote substan(cid:2)ally all of his or her business (cid:2)me, skill, energies and a(cid:3)en(cid:2)on to us in a diligent manner. Each senior managing director will be paid distribu(cid:2)ons and receive beneﬁts in amounts determined by Blackstone from (cid:2)me to (cid:2)me in its sole discre(cid:2)on. The agreements require us to provide the senior managing director with 90 days’ prior wri(cid:3)en no(cid:2)ce prior to termina(cid:2)ng his or her service with us (other than a termina(cid:2)on for cause). Addi(cid:2)onally, the agreements with our named execu(cid:2)ve oﬃcers require each senior managing director to give us 90 days’ prior wri(cid:3)en no(cid:2)ce of intent to terminate service with us and require the senior managing director to be placed on a 90-day period of “garden leave” following the senior managing director’s termina(cid:2)on of service (as further described under the cap(cid:2)on “— Non-Compe(cid:2)(cid:2)on and Non-Solicita(cid:2)on Agreements” below). Outstanding Equity Awards at 2021 Fiscal Year End The following table provides informa(cid:2)on regarding outstanding unvested equity awards made to our named execu(cid:2)ve oﬃcers as of December 31, 2021. Name Stephen A. Schwarzman Jonathan D. Gray Hamilton E. James Michael Chae John G. Finley (c) Stock Awards (a) Number of Shares or Units of Stock That Have Not Vested — 2,123,541 — 954,917 347,928 Market Value of Shares or Units of Stock That Have Not Vested (b) — $ $273,423,295 $ — $123,189,837 $ 44,716,937 (a) The references to “stock” or “shares” in this table refer to unvested deferred restricted Blackstone Holdings Partnership Units and unvested deferred restricted common stock units (including deferred restricted common stock units granted under the Bonus Deferral Plan to Messrs. Gray, Chae and Finley in 2022 in respect of 2021 performance). The ves(cid:2)ng terms of these awards are described under the cap(cid:2)on “Narra(cid:2)ve Disclosure to Summary Compensa(cid:2)on Table and Grants of Plan-Based Awards in 2021” above. 251 (b) The dollar amounts shown under this column were calculated by mul(cid:2)plying the number of unvested deferred restricted Blackstone Holdings Partnership Units or unvested deferred restricted common stock units held by the named execu(cid:2)ve oﬃcer by the closing market price of $129.39 per share of our common stock on December 31, 2021, the last trading day of 2021, other than the deferred restricted common stock units granted in 2022 in respect of 2021 performance, which are valued as of the date of their grant. (c) Amounts reported for Mr. Finley include (1) 23,621 deferred restricted Blackstone Holdings Partnership Units, which reﬂects 50% of the unvested deferred restricted Blackstone Holdings Partnership Units that have been granted to Mr. Finley as discre(cid:2)onary equity awards, (2) 94,318 deferred restricted common stock units which reﬂects 50% of the unvested deferred restricted common stock units that have been granted to Mr. Finley as discre(cid:2)onary equity awards and (3) 112,051 deferred restricted common stock units granted pursuant to the Bonus Deferral Plan, which are considered vested and undelivered for ﬁnancial statement repor(cid:2)ng purposes in accordance with GAAP pertaining to equity-based compensa(cid:2)on due to Mr. Finley’s re(cid:2)rement eligibility. Upon re(cid:2)rement the deferred restricted Blackstone Holdings Partnership Units are scheduled to vest and be delivered over the ves(cid:2)ng period and the deferred restricted common stock units are scheduled to be delivered in equal annual installments over the three year deferral period, in each case subject to forfeiture if the named execu(cid:2)ve oﬃcer violates any applicable provision of his employment agreement or engages in any compe(cid:2)(cid:2)ve ac(cid:2)vity (as such term is deﬁned in the applicable award agreement or the Bonus Deferral Plan, as applicable). Op(cid:2)on Exercises and Stock Vested in 2021 The following table provides informa(cid:2)on regarding the number of outstanding ini(cid:2)ally unvested equity awards made to our named execu(cid:2)ve oﬃcers that vested during 2021: Name Stephen A. Schwarzman Jonathan D. Gray Hamilton E. James Michael S. Chae John G. Finley Stock Awards (a) Number of Shares Acquired on Ves(cid:2)ng — 133,317 — 210,292 61,869 Value Realized on Ves(cid:2)ng (b) $ — $11,086,063 — $ $19,613,601 $ 4,359,119 (a) The references to “stock” or “shares” in this table refer to deferred restricted Blackstone Holdings Partnership Units and our deferred restricted common stock units. (b) The value realized on ves(cid:2)ng is based on the closing market prices of our common stock on the day of ves(cid:2)ng. Poten(cid:2)al Payments Upon Termina(cid:2)on of Employment or Change in Control Upon a change of control event where any person, other than Blackstone Group Management L.L.C. or a person approved by Blackstone Group Management L.L.C., becomes the Series II Preferred Stockholder or a termina(cid:2)on of employment because of death or disability, any unvested deferred restricted Blackstone Holdings Partnership Units or unvested deferred restricted common stock units held by any of our named execu(cid:2)ve oﬃcers will automa(cid:2)cally be deemed vested as of immediately prior to such occurrence of such change of control or such termina(cid:2)on of employment. Had such a change of control or such a termina(cid:2)on of employment occurred on December 31, 2021, the last business day of 2021, each of our named execu(cid:2)ve oﬃcers would have vested in the following numbers of deferred restricted Blackstone Holdings Partnership Units and deferred restricted common stock units, having the following values based on our closing market price of $129.39 per share of common stock on December 31, 2021, other than the deferred restricted common stock units granted to Mr. Gray, Mr. Chae and Mr. Finley in 2022 in respect of 2021 performance, which are valued as of the date of their grant: Messrs. Schwarzman and James had no outstanding unvested equity at December 31, 2021; Mr. Gray — 708,601 deferred restricted Blackstone Holdings Partnership Units and 1,414,940 deferred restricted common stock units with an 252 aggregate value of $273,423,295, Mr. Chae — 538,183 deferred restricted Blackstone Holdings Partnership Units and 416,734 deferred restricted common stock units with an aggregate value of $123,189,837, and Mr. Finley – 47,241 deferred restricted Blackstone Holdings Partnership Units and 300,687 deferred restricted common stock units with an aggregate value of $44,716,937. In addi(cid:2)on, the Bonus Deferral Plan provides that upon a change in control or termina(cid:2)on of the par(cid:2)cipant’s employment because of death, any fully vested but undelivered deferred restricted common stock units will become immediately deliverable. In connec(cid:2)on with a named execu(cid:2)ve oﬃcer’s termina(cid:2)on of employment due to qualifying re(cid:2)rement, 50% of the unvested deferred restricted Blackstone Holdings Partnership Units will con(cid:2)nue to vest and be delivered over the ves(cid:2)ng period and any unvested deferred restricted common stock units will vest and be delivered in equal annual installments over the three year deferral period, in each case subject to forfeiture if the named execu(cid:2)ve oﬃcer violates any applicable provision of his employment agreement or engages in any compe(cid:2)(cid:2)ve ac(cid:2)vity (as such term is deﬁned in the applicable award agreement or the Bonus Deferral Plan, as applicable). (See “Non-Compe(cid:2)(cid:2)on and Non-Solicita(cid:2)on Agreements — Re(cid:2)rement.”) As of December 31, 2021, Mr. James and Mr. Finley were re(cid:2)rement eligible. Mr. James, who re(cid:2)red eﬀec(cid:2)ve January 31, 2022, had no outstanding unvested equity at December 31, 2021. If Mr. Finley had re(cid:2)red on December 31, 2021, 23,621 of his deferred restricted Blackstone Holdings Partnership Units and 94,318 of his deferred restricted common units granted as discre(cid:2)onary awards would con(cid:2)nue to vest and be delivered over the ves(cid:2)ng period and 112,051 of his deferred restricted common stock units would vest and be delivered over the three year deferral period, in each case subject to forfeiture if the named execu(cid:2)ve oﬃcer violates any applicable provision of his employment agreement or engages in any compe(cid:2)(cid:2)ve ac(cid:2)vity (as such term is deﬁned in the applicable award agreement or the Bonus Deferral Plan, as applicable). Upon a termina(cid:2)on of Mr. Gray’s, Mr. Chae’s or Mr. Finley’s employment without cause, the deferred restricted common stock units granted to them under the Bonus Deferral Plan in respect of 2021, 2020 and 2019, as applicable, will become fully vested. For 2020, the Bonus Deferral Plan provided no par(cid:2)cipant’s annual cash bonus payment would exceed $4.65 million, resul(cid:2)ng in an increase in the amount of cash bonus mandatorily deferred into deferred restricted common stock units for some employees. Employees whose 2020 annual cash bonus payment was capped, including Mr. Gray and Mr. Chae, were awarded an addi(cid:2)onal equity award equal to 10% of their deferral amount in the form of deferred restricted common stock units, which, in the case of Mr. Gray and Mr. Chae, will also become fully vested upon a termina(cid:2)on of their employment without cause. Had such a termina(cid:2)on of employment occurred on December 31, 2021, the last business day of 2021, each of Mr. Gray, Mr. Chae and Mr. Finley would have vested in the following numbers of deferred restricted common stock units, respec(cid:2)vely, having the following values based on our closing market price of $129.39 per share of common stock on December 31, 2021, other than the deferred restricted common stock units granted to Mr. Gray, Mr. Chae and Mr. Finley in 2022 in respect of 2021 performance, which are valued as of the date of their grant: Mr. Gray — 199,816 deferred restricted common stock units with an aggregate value of $24,512,518, Mr. Chae — 116,698 deferred restricted common stock units with an aggregate value of $14,732,680 and Mr. Finley – 112,051 deferred restricted common stock units with an aggregate value of $14,196,812. Upon a termina(cid:2)on of Mr. Gray’s employment without cause, the deferred restricted Blackstone Holdings Partnership Units granted to him on July 1, 2019 and the deferred restricted common stock units granted to him on April 1, 2020 and April 1, 2021 will become fully vested. Had such a termina(cid:2)on occurred on December 31, 2021, the last business day of 2021, Mr. Gray would have vested in 708,601 deferred restricted Blackstone Holdings Partnership units with a value of $91,685,883 and 1,215,124 deferred restricted common stock units with a value of $157,224,894 based on our closing market price of $129.39 per Blackstone share on December 31, 2021. In addi(cid:2)on, except as described below, unvested carried interest in our carry funds is generally forfeited upon termina(cid:2)on of employment. Upon the death or disability of any named execu(cid:2)ve oﬃcer who par(cid:2)cipates in the carried interest of our carry funds, the named execu(cid:2)ve oﬃcer will be deemed 100% vested in any unvested por(cid:2)on of carried interest in our carry funds. Furthermore, any named execu(cid:2)ve oﬃcer that is re(cid:2)rement eligible will automa(cid:2)cally vest in 50% of their otherwise unvested carried interest alloca(cid:2)on upon re(cid:2)rement. (See “— Non-Compe(cid:2)(cid:2)on and Non-Solicita(cid:2)on Agreements — Re(cid:2)rement.”) 253 In addi(cid:2)on, pursuant to Mr. Schwarzman’s founding member agreement described above under “Narra(cid:2)ve Disclosure to Summary Compensa(cid:2)on Table and Grants of Plan-Based Awards in 2021 — Schwarzman Founding Member Agreement,” following re(cid:2)rement and for the remainder of his life, Mr. Schwarzman will be provided with speciﬁed re(cid:2)rement beneﬁts, including a car and driver, reten(cid:2)on of his current oﬃce, administra(cid:2)ve support and annual home and personal security beneﬁts. The value of such re(cid:2)rement beneﬁts is es(cid:2)mated at approximately $5.0 million per year based on 2021 costs. We have not assigned a value to the en(cid:2)tlements of Mr. Schwarzman and his estate and related en(cid:2)(cid:2)es to receive carried interest in new funds or to invest in our investment funds fee free following his termina(cid:2)on of service as such value cannot be reasonably es(cid:2)mated. We an(cid:2)cipate that any incremental cost to us with respect to the other personal beneﬁts to which Mr. Schwarzman is en(cid:2)tled following his re(cid:2)rement will be de minimis. Non-Compe(cid:2)(cid:2)on and Non-Solicita(cid:2)on Agreements Upon the consumma(cid:2)on of our ini(cid:2)al public oﬀering, we entered into a non-compe(cid:2)(cid:2)on and non-solicita(cid:2)on agreement with our founder, our other senior managing directors, most of our other professional employees and speciﬁed senior administra(cid:2)ve personnel to whom we refer collec(cid:2)vely as “Contrac(cid:2)ng Persons.” Contrac(cid:2)ng Persons who joined the ﬁrm a(cid:7)er our ini(cid:2)al public oﬀering have also executed non-compe(cid:2)(cid:2)on and non-solicita(cid:2)on agreements. The following are descrip(cid:2)ons of the material terms of such agreement. With the excep(cid:2)on of the diﬀerences noted in the descrip(cid:2)on below, the terms of each non-compe(cid:2)(cid:2)on and non-solicita(cid:2)on agreement are generally in relevant part similar. Full-Time Commitment. Each Contrac(cid:2)ng Person agrees to devote substan(cid:2)ally all of the Contrac(cid:2)ng Person’s business (cid:2)me, skill, energies and a(cid:3)en(cid:2)on to responsibili(cid:2)es at Blackstone in a diligent manner. Mr. Schwarzman has agreed that our business will be his principal business pursuit and that he will devote such (cid:2)me and a(cid:3)en(cid:2)on to the business of the ﬁrm as may be reasonably requested by us. Conﬁden(cid:2)ality. Each Contrac(cid:2)ng Person is required, whether during or a(cid:7)er employment with us, to protect and use “conﬁden(cid:2)al informa(cid:2)on” in accordance with strict restric(cid:2)ons placed by us on its use and disclosure. Every employee is subject to similar strict conﬁden(cid:2)ality obliga(cid:2)ons imposed by our Code of Conduct applicable to all Blackstone personnel. No(cid:2)ce of Termina(cid:2)on. Each Contrac(cid:2)ng Person is required to give us prior wri(cid:3)en no(cid:2)ce the inten(cid:2)on to leave our employ — six months in the case of Mr. Schwarzman, 90 days for all of our other senior managing directors and between 30 and 60 days in the case of all other Contrac(cid:2)ng Persons. In certain jurisdic(cid:2)ons, the no(cid:2)ce period as described in the preceding sentence is lengthened to include the poten(cid:2)al garden leave period described below, in which case such no(cid:2)ce and garden leave periods run concurrently. Garden Leave. Generally, upon voluntary departure from the ﬁrm, Blackstone has the right, but not the obliga(cid:2)on, to place the Contrac(cid:2)ng Person on a prescribed period of “garden leave.” The period of garden leave is 90 days for our non-founding senior managing directors and generally between 30 and 60 days for other Contrac(cid:2)ng Persons. During this period the Contrac(cid:2)ng Person will con(cid:2)nue to receive base compensa(cid:2)on and beneﬁts but is prohibited from commencing employment with a new employer un(cid:2)l the garden leave period has expired. The period of garden leave for each Contrac(cid:2)ng Person will run concurrently with the non-compe(cid:2)(cid:2)on Restricted Period that applies as described below and, as noted above, may also run concurrently with the no(cid:2)ce period in certain jurisdic(cid:2)ons. Mr. Schwarzman is subject to non-compe(cid:2)(cid:2)on covenants but not garden leave requirements. Non-Compe(cid:2)(cid:2)on. During the term of employment of each Contrac(cid:2)ng Person, and during the Restricted Period (as such term is deﬁned below) immediately therea(cid:7)er, the Contrac(cid:2)ng Person will not, directly or indirectly: 254 • • • engage in any business ac(cid:2)vity in which we operate, including any compe(cid:2)(cid:2)ve business, render any services to any compe(cid:2)(cid:2)ve business, or acquire a ﬁnancial interest in or become ac(cid:2)vely involved with any compe(cid:2)(cid:2)ve business (other than as a passive investor holding minimal percentages of the stock of public companies). “Compe(cid:2)(cid:2)ve business” means any business that competes, during the term of employment through the date of termina(cid:2)on, with our business, including any businesses that we are ac(cid:2)vely considering conduc(cid:2)ng at the (cid:2)me of the Contrac(cid:2)ng Person’s termina(cid:2)on of employment, so long as the Contrac(cid:2)ng Person knows or reasonably should have known about such plans, in any geographical or market area where we or our aﬃliates provide our products or services. Non-Solicita(cid:2)on. During the term of employment of each Contrac(cid:2)ng Person, and during the Restricted Period immediately therea(cid:7)er, the Contrac(cid:2)ng Person will not, directly or indirectly, in any manner solicit any of our employees to leave their employment with us or hire any such employee who was employed by us as of the date of the Contrac(cid:2)ng Person’s termina(cid:2)on or who le(cid:7) employment with us within one year prior to or a(cid:7)er the date of the Contrac(cid:2)ng Person’s termina(cid:2)on. Addi(cid:2)onally, each Contrac(cid:2)ng Person may not solicit or encourage to cease to work with us any consultant or senior advisers that the Contrac(cid:2)ng Person knows or should know is under contract with us. In addi(cid:2)on, during the term of employment of each Contrac(cid:2)ng Person, and during the Restricted Period immediately therea(cid:7)er, the Contrac(cid:2)ng Person will not, directly or indirectly, in any manner solicit the business of any client or prospec(cid:2)ve client of ours with whom the Contrac(cid:2)ng Person, employees repor(cid:2)ng to the Contrac(cid:2)ng Person, or anyone whom the Contrac(cid:2)ng Person had direct or indirect responsibility over had personal contact or dealings on our behalf during the three-year period immediately preceding the Contrac(cid:2)ng Person’s termina(cid:2)on. Contrac(cid:2)ng Persons who are employed in our asset management businesses are subject to a similar non-solicita(cid:2)on covenant with respect to investors and prospec(cid:2)ve investors in our investment funds. Non-Interference and Non-Disparagement. During the term of employment of each Contrac(cid:2)ng Person, and during the Restricted Period immediately therea(cid:7)er, the Contrac(cid:2)ng Person may not interfere with business rela(cid:2)onships between us and any of our clients, customers, suppliers or partners. Each Contrac(cid:2)ng Person is also prohibited from disparaging us in any way. 255 Restricted Period. For purposes of the foregoing covenants, the “Restricted Period” will generally be deﬁned as follows: Covenant Non-compe(cid:2)(cid:2)on Stephen A. Schwarzman Two years a(cid:7)er termina(cid:2)on of employment. Other Senior Managing Directors One year a(cid:7)er termina(cid:2)on of employment (or 90 days in the event of a termina(cid:2)on without “cause”). Other Contrac(cid:2)ng Employees Generally between 90 days and nine months a(cid:7)er termina(cid:2)on of employment (which may be reduced in the event of a termina(cid:2)on without “cause”). Non-solicita(cid:2)on of Blackstone employees Two years a(cid:7)er termina(cid:2)on of employment. Two years a(cid:7)er termina(cid:2)on of employment. Generally one year a(cid:7)er termina(cid:2)on of employment. Non-solicita(cid:2)on of Blackstone clients or investors Two years a(cid:7)er termina(cid:2)on of employment. One year a(cid:7)er termina(cid:2)on of employment. Non-interference with business rela(cid:2)onships Two years a(cid:7)er termina(cid:2)on of employment. One year a(cid:7)er termina(cid:2)on of employment. Generally between six months and one year a(cid:7)er termina(cid:2)on of employment. Generally between six months and one year a(cid:7)er termina(cid:2)on of employment. Intellectual Property. Each Contrac(cid:2)ng Person is subject to customary intellectual property covenants with respect to works created, invented, designed or developed by such Contrac(cid:2)ng Person that are relevant to or implicated by employment with us. Speciﬁc Performance. In the case of any breach of the conﬁden(cid:2)ality, non-compe(cid:2)(cid:2)on, non-solicita(cid:2)on, non-interference, non-disparagement or intellectual property provisions by a Contrac(cid:2)ng Person, the breaching individual agrees that we will be en(cid:2)tled to seek equitable relief in the form of speciﬁc performance, restraining orders, injunc(cid:2)ons or other equitable remedies (including forfeiture of the breaching individual’s vested and unvested interests in Blackstone). Pay Ra(cid:2)o Disclosure As required by Sec(cid:2)on 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protec(cid:2)on Act, and Item 402(u) of Regula(cid:2)on S-K, we are providing the following informa(cid:2)on regarding the ra(cid:2)o of the annual total compensa(cid:2)on for our principal execu(cid:2)ve oﬃcer to the median of the annual total compensa(cid:2)on of all our employees (other than our principal execu(cid:2)ve oﬃcer) (the “CEO Pay Ra(cid:2)o”). Our CEO Pay Ra(cid:2)o is a reasonable es(cid:2)mate calculated in a manner consistent with Item 402(u). However, due to the ﬂexibility aﬀorded by Item 402(u) in calcula(cid:2)ng the CEO Pay Ra(cid:2)o, our CEO Pay Ra(cid:2)o may not be comparable to the CEO pay ra(cid:2)os presented by other companies. As of December 31, 2021, we employed approximately 3,795 people, including our 185 senior managing directors. We iden(cid:2)ﬁed our median employee using our global employee popula(cid:2)on as of December 31, 2021. To iden(cid:2)fy our median employee, we used annual base salary and bonuses earned in 2021. We believe this consistently applied compensa(cid:2)on measure reasonably reﬂects annual compensa(cid:2)on across our employee base. Applica(cid:2)on of our consistently applied compensa(cid:2)on measure iden(cid:2)ﬁed 35 employees with the same total annual base salary and cash bonus earned in 2021. We iden(cid:2)ﬁed our median employee from among these employees by reviewing the components of their annual total compensa(cid:2)on and selec(cid:2)ng the employee whose (cid:2)tle, tenure and compensa(cid:2)on characteris(cid:2)cs most accurately reﬂected the compensa(cid:2)on of a typical employee. A(cid:7)er iden(cid:2)fying our median employee, we calculated the median employee’s annual total compensa(cid:2)on in accordance with the requirements of the Summary Compensa(cid:2)on Table. For 2021, the annual total compensa(cid:2)on for Mr. Schwarzman, our principal execu(cid:2)ve oﬃcer, was $160,281,754 and our median employee’s annual total compensa(cid:2)on was $230,000. Accordingly, annual total compensa(cid:2)on of our principal execu(cid:2)ve oﬃcer was approximately six-hundred and ninety-seven (cid:2)mes the annual total compensa(cid:2)on of our median employee. 256 Director Compensa(cid:2)on in 2021 No addi(cid:2)onal remunera(cid:2)on is paid to our employees for service on our board of directors. In 2021, each of our non-employee directors received an annual cash retainer of $150,000 and a grant of deferred restricted common stock units equivalent in value to $210,000, with a grant date fair value determined as described in footnote (a) to the ﬁrst table below. An addi(cid:2)onal $40,000 annual cash retainer was paid to the Chairman of the Audit Commi(cid:3)ee during 2021, $30,000 of which was paid in cash and the remainder of which was paid in the form of deferred restricted common stock units equivalent in value to $10,000 and with the same ves(cid:2)ng terms as the other deferred restricted common stock units. An addi(cid:2)onal $50,000 annual cash retainer was paid to Mr. Light in connec(cid:2)on with his service on the execu(cid:2)ve commi(cid:3)ee of The Blackstone Group Interna(cid:2)onal Partners LLP. The following table provides the director compensa(cid:2)on for our directors for 2021: Name Kelly A. Ayo(cid:3)e Joseph P. Bara(cid:3)a (c) James W. Breyer Reginald J. Brown Sir John Hood Rochelle B. Lazarus Jay O. Light The Right Honorable Brian Mulroney William G. Parre(cid:3) Ruth Porat Fees Earned or Paid in Cash 150,000 $ — $ 150,000 $ 150,000 $ 150,000 $ 150,000 $ 200,000 $ 150,000 $ 180,000 $ 150,000 $ $ $ $ $ $ $ $ $ $ $ Stock Awards (a) (b) 210,279 $ — $ 208,053 $ 211,403 $ 211,789 $ 211,727 $ 207,527 $ 211,465 $ 223,538 $ 209,320 $ Total 360,279 — 358,053 361,403 361,789 361,727 407,527 361,465 403,538 359,320 (a) The references to “stock” in this table refer to our deferred restricted common stock units. Amounts for 2021 represent the grant date fair value of stock awards granted in the year, computed in accordance with GAAP, pertaining to equity-based compensa(cid:2)on. The assump(cid:2)ons used in determining the grant date fair value are set forth in Note 16. “Earnings Per Share and Stockholders’ Equity” in the “Notes to Consolidated Financial Statements” in “Part II. Item 8. Financial Statements and Supplementary Data.” These deferred restricted common stock units vest, and the underlying shares of common stock will be delivered, on the ﬁrst anniversary of the date of the grant, subject to the outside director’s con(cid:2)nued service on our board of directors. (b) Each of our non-employee directors was granted deferred restricted common stock units upon appointment as a director. In 2021, in connec(cid:2)on with the anniversary of his or her ini(cid:2)al grant, each of the following directors was granted deferred restricted common stock units: Ms. Ayo(cid:3)e — 2,462 units; Mr. Breyer — 2,109 units; Mr. Brown — 1,582 units; Mr. Hood —2,421 units; Ms. Lazarus — 2,123 units; Mr. Light — 1,553 units; Mr. Mulroney — 2,151 units; Mr. Parre(cid:3) — 1,527 units; and Ms. Porat — 2,124 units. The amounts of our non-employee directors’ compensa(cid:2)on were approved by our board of directors upon the recommenda(cid:2)on of our founder following his review of directors’ compensa(cid:2)on paid by comparable companies. 257 The following table provides informa(cid:2)on regarding outstanding unvested equity awards made to our directors as of December 31, 2021: Name Kelly A. Ayo(cid:3)e James W. Breyer Reginald J. Brown Sir John Hood Rochelle B. Lazarus Jay O. Light The Right Honorable Brian Mulroney William G. Parre(cid:3) Ruth Porat Stock Awards (1) Number of Shares or Units of Stock That Have Not Vested 2,462 2,109 1,582 2,421 2,123 1,553 2,151 1,527 2,124 Market Value of Shares or Units of Stock That Have Not Vested (2) $ 318,558 $ 272,884 $ 204,695 $ 313,253 $ 274,695 $ 200,943 $ 278,318 $ 197,579 $ 274,824 (1) (2) The references to “stock” or “shares” in this table refer to our deferred restricted common stock units. The dollar amounts shown in this column were calculated by mul(cid:2)plying the number of unvested deferred restricted common stock units held by the director by the closing market price of $129.39 per share of our common stock on December 31, 2021, the last trading day of 2021. (c) Mr. Bara(cid:3)a is an employee and no addi(cid:2)onal remunera(cid:2)on is paid to him for his service as a director. Mr. Bara(cid:3)a’s employee compensa(cid:2)on is discussed in “—Item 13. Certain Rela(cid:2)onships and Related Transac(cid:2)ons, and Director Independence.” Item 12. Security Ownership of Certain Beneﬁcial Owners and Management and Related Stockholder Ma(cid:4)ers The following table sets forth informa(cid:2)on regarding the beneﬁcial ownership of our common stock and Blackstone Holdings Partnership Units as of February 18, 2022 by: • • • • each person known to us to beneﬁcially own 5% of any class of the outstanding vo(cid:2)ng securi(cid:2)es of Blackstone Inc., each member of our board of directors, each of our named execu(cid:2)ve oﬃcers, and all our current directors and execu(cid:2)ve oﬃcers as a group. The amounts and percentage of common stock and Blackstone Holdings Partnership Units beneﬁcially owned are reported on the basis of regula(cid:2)ons of the SEC governing the determina(cid:2)on of beneﬁcial ownership of securi(cid:2)es. Under the rules of the SEC, a person is deemed to be a “beneﬁcial owner” of a security if that person has or shares “vo(cid:2)ng power,” which includes the power to vote or to direct the vo(cid:2)ng of such security, or “investment power,” which includes the power to dispose of or to direct the disposi(cid:2)on of such security. A person is also deemed to be a beneﬁcial owner of any securi(cid:2)es of which that person has a right to acquire beneﬁcial ownership within 60 days of February 18, 2022. Under these rules, more than one person may be deemed a beneﬁcial owner of the same securi(cid:2)es and a person may be deemed a beneﬁcial owner of securi(cid:2)es as to which he has no economic interest. Except as indicated by footnote, the persons named in the table below have sole vo(cid:2)ng and investment power with respect to all securi(cid:2)es shown as beneﬁcially owned by them, subject to community property laws where applicable. Unless otherwise included, for purposes of this table, the principal business address for each such person is c/o Blackstone Inc., 345 Park Avenue, New York, New York 10154. 258 Name of Beneﬁcial Owner 5% Stockholders The Vanguard Group, Inc. (b) BlackRock, Inc. (c) Directors and Execu(cid:2)ve Oﬃcers (d)(e) Stephen A. Schwarzman (f)(g) Jonathan D. Gray (g) Hamilton E. James (g) Michael S. Chae (g) John G. Finley (g) Kelly A. Ayo(cid:3)e Joseph P. Bara(cid:3)a James W. Breyer Reginald J. Brown Sir John Hood Rochelle B. Lazarus (g) Jay O. Light The Right Honorable Brian Mulroney William G. Parre(cid:3) (g)(h) Ruth Porat All current execu(cid:2)ve oﬃcers and directors as a group (14 persons) (i) Common Units, Beneﬁcially Owned % of Class Number Blackstone Holdings Partnership Units Beneﬁcially Owned (a) % of Class Number 39,935,913 36,485,682 5.7% 5.2% — — — — — 603,134 124,936 126,901 9,527 297,206 23,087 3,953 10,088 51,039 66,465 173,007 90,045 3,818 — * * * * * * * * * * * * * * 231,924,793 40,585,300 16,055,951 6,122,373 387,535 — 5,227,402 — — — — — — — — 51.5% 9.0% 3.6% 1.4% 0.1% — 1.2% — — — — — — — — 1,583,206 * 284,247,403 63.2% Less than one percent * (a) Subject to certain requirements and restric(cid:2)ons, the partnership units of Blackstone Holdings are exchangeable for shares of our common stock on a one-for-one basis. A Blackstone Holdings limited partner must exchange one partnership unit in each of the ﬁve Blackstone Holdings Partnerships to eﬀect an exchange for a share of our common stock. See “— Item 13. Certain Rela(cid:2)onships and Related Transac(cid:2)ons, and Director Independence — Exchange Agreement.” Beneﬁcial ownership of Blackstone Holdings Partnership Units reﬂected in this table has not been also reﬂected as beneﬁcial ownership of our shares of common stock for which such units may be exchanged. (b) Reﬂects shares of common stock beneﬁcially owned by The Vanguard Group, Inc. and its subsidiaries based on the amended Schedule 13G ﬁled by The Vanguard Group, Inc. on February 9, 2022. The address of The Vanguard Group, Inc. is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. (c) Reﬂects shares of common stock beneﬁcially owned by BlackRock, Inc. and its subsidiaries based on the Schedule 13G ﬁled by BlackRock, Inc. on February 4, 2022. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. (d) The shares of common stock and Blackstone Holdings Partnership Units beneﬁcially owned by the directors and execu(cid:2)ve oﬃcers reﬂected above do not include the following number of securi(cid:2)es that will be delivered to the respec(cid:2)ve individual more than 60 days a(cid:7)er February 26, 2022: Mr. Gray—708,601 deferred restricted Blackstone Holdings Partnership Units and 1,383,438 deferred restricted common units; Mr. Chae—538,183 deferred restricted Backstone Holdings Partnership Units and 374,323 deferred restricted common units; Mr. Finley—47,241 deferred restricted Blackstone Holdings Partnership Units and 251,774 deferred restricted common units; Mr. Bara(cid:3)a – 1,785,323 deferred restricted Blackstone Holdings Partnership Units and 921,482 deferred restricted common units; Ms. Ayo(cid:3)e—2,462 deferred restricted common units; Mr. Mulroney—2,151 deferred restricted common units; Mr. Parre(cid:3)—1,527 deferred restricted common units; Ms. Lazarus— 2,123 deferred restricted common units; Mr. Light— 1,553 deferred restricted common units; Mr. Breyer—2,109 deferred restricted common units Mr. Hood—2,421 deferred restricted common units; Ms. Porat—2,124 deferred restricted common units; and Mr. Brown—1,582 deferred restricted common units. 259 (e) The Blackstone Holdings Partnership Units shown in the table above include the following number of vested units being held back under our minimum retained ownership requirements: Mr. Schwarzman—12,110,448 Blackstone Holdings Partnership Units; Mr. James—14,648,744 Blackstone Holdings Partnership Units; Mr. Gray—11,477,971 Blackstone Holdings Partnership Units and 18,930 deferred restricted common units; Mr. Chae—3,304,896 Blackstone Holdings Partnership Units and 5,408 deferred restricted common units; and Mr. Finley—187,881 Blackstone Holdings Partnership Units and 2,704 deferred restricted common units; and Mr. Bara(cid:3)a – 3,599,567 Blackstone Holdings Partnership Units and 267,685 deferred restricted common units. (f) On those few ma(cid:3)ers that may be submi(cid:3)ed for a vote of the sole holder of the Series I preferred stock, Blackstone Partners L.L.C., an en(cid:2)ty owned by senior managing directors of Blackstone and controlled by Mr. Schwarzman, is en(cid:2)tled to an aggregate number of votes on any ma(cid:3)er that may be submi(cid:3)ed for a vote of our common stock that is equal to the aggregate number of vested and unvested Blackstone Holdings Partnership Units held by the limited partners of Blackstone Holdings on the relevant record date and en(cid:2)tles it to par(cid:2)cipate in the vote on the same basis as our common stock. Our senior managing directors have agreed in the limited liability company agreement of Blackstone Partners L.L.C. that our founder, Mr. Schwarzman, will have the power to determine how the Series I preferred stock held by Blackstone Partners L.L.C. will be voted. Following the withdrawal, death or disability of Mr. Schwarzman (and any successor founder), this power will revert to the members of Blackstone Partners L.L.C. holding a majority in interest in that en(cid:2)ty. The limited liability company agreement of Blackstone Partners L.L.C. provides that at such (cid:2)me as Mr. Schwarzman should cease to be a founding member, Jonathan D. Gray will thereupon succeed Mr. Schwarzman as the sole founding member of Blackstone Partners L.L.C. If Blackstone Partners L.L.C. directs us to do so, we will issue shares of Series I preferred stock to each of the limited partners of Blackstone Holdings, whereupon each holder of Series I preferred stock will be en(cid:2)tled to a number of votes that is equal to the number of vested and unvested Blackstone Holdings Partnership Units held by such Series I preferred stockholder on the relevant record date. (g) The Blackstone Holdings Partnership Units shown in the table above for such named execu(cid:2)ve oﬃcers and directors include (a) the following units held for the beneﬁt of family members with respect to which the named execu(cid:2)ve oﬃcer or director, as applicable, disclaims beneﬁcial ownership: Mr. Schwarzman—2,252,956 units held in various trusts for which Mr. Schwarzman is the investment trustee, Mr. James—1,407,207 units held in various trusts for which Mr. James and his brother are trustees (but Mr. James does not have or share investment control with respect to the units), Mr. Gray—2,068,818 units held in a trust for which Mr. Gray is the investment trustee, and Mr. Chae—1,150,070 units held in a trust for which Mr. Chae is the investment trustee, and Mr. Finley – 80,964 units held in a trust for which Mr. Finley is the investment trustee, and Mr. Bara(cid:3)a – 142,237 units held in a trust for which Mr. Bara(cid:3)a is the investment trustee, (b) the following units held in grantor retained annuity trusts for which the named execu(cid:2)ve oﬃcer or director, as applicable, is the investment trustee: Mr. Schwarzman—1,996,681 units, Mr. Gray—17,118,332 units, and (c) the following units held by a corpora(cid:2)on for which the named execu(cid:2)ve oﬃcer is a controlling shareholder: Mr. Schwarzman— 1,438,529 units, and Mr. Bara(cid:3)a – 4,541,950 units and (d) 5,000,000 units that have been pledged by Mr. Schwarzman as security to a third party to secure payment for a loan made by such third party. Mr. Schwarzman also directly, or through a corpora(cid:2)on for which he is the controlling shareholder, beneﬁcially owns an addi(cid:2)onal 364,278 partnership units in each of Blackstone Holdings II L.P., Blackstone Holdings III L.P. and Blackstone Holdings IV L.P. In addi(cid:2)on, with respect to Mr. Schwarzman, the above table excludes partnership units of Blackstone Holdings held by his children or in trusts for the beneﬁt of his family as to which he has no vo(cid:2)ng or investment control. The Blackstone common stock shown in the table above for each named execu(cid:2)ve oﬃcer and director include (a) the following shares held for the beneﬁt of family members with respect to which the named execu(cid:2)ve oﬃcer or director, as applicable, disclaims beneﬁcial ownership: Mr. Finley—32,523 shares held in a family limited liability company and 4,000 shares held in a trust for the beneﬁt of his spouse of which he is a trustee, and Ms. Lazarus—2,950 shares held in a trust for the beneﬁt of family members over which she shares investment control and (b) Mr. Finley—11,000 shares held in a trust for the beneﬁt of Mr. Finley and his family of which he is a trustee. 260 (h) The common stock shown in the table above for Mr. Parre(cid:3) includes 10,000 shares that are pledged to a third party to secure payment for a loan. (i) Amounts reported for all current execu(cid:2)ve oﬃcers and directors as a group do not include any securi(cid:2)es owned by Mr. James, who re(cid:2)red eﬀec(cid:2)ve January 31, 2022. Securi(cid:2)es Authorized for Issuance under Equity Compensa(cid:2)on Plans The table set forth below provides informa(cid:2)on concerning the awards that may be issued under the 2007 Equity Incen(cid:2)ve Plan as of December 31, 2021: Equity Compensa(cid:2)on Plans Approved by Security Holders Equity Compensa(cid:2)on Plans Not Approved by Security Holders Number of Securi(cid:2)es to be Issued Upon Exercise of Outstanding Op(cid:2)ons, Warrants and Rights (a) Weighted-Average Exercise Price of Outstanding Op(cid:2)ons, Warrants and Rights 58,454,722 — 58,454,722 — — — Number of Securi(cid:2)es Remaining Available for Future Issuance Under Equity Compensa(cid:2)on Plans (excluding securi(cid:2)es reﬂected in column (a)) (b) 158,080,558 — 158,080,558 (a) Reﬂects the outstanding number of our deferred restricted common stock units and deferred restricted Blackstone Holdings Partnership Units granted under the 2007 Equity Incen(cid:2)ve Plan as of December 31, 2021. (b) The aggregate number of our common stock and Blackstone Holdings Partnership Units covered by the 2007 Equity Incen(cid:2)ve Plan is increased on the ﬁrst day of each ﬁscal year during its term by a number of shares of common stock equal to the posi(cid:2)ve diﬀerence, if any, of (a) 15% of the aggregate number of shares of our common stock and Blackstone Holdings Partnership Units outstanding on the last day of the immediately preceding ﬁscal year (excluding Blackstone Holdings Partnership Units held by Blackstone Inc. or its wholly owned subsidiaries) minus (b) the aggregate number of shares of our common stock and Blackstone Holdings Partnership Units covered by the 2007 Equity Incen(cid:2)ve Plan as of such date (unless the administrator of the 2007 Equity Incen(cid:2)ve Plan should decide to increase the number of shares of our common stock and Blackstone Holdings Partnership Units covered by the plan by a lesser amount). As of January 1, 2022, pursuant to this formula, 171,096,250 shares of common stock, which is equal to 0.15 (cid:2)mes the number of shares of our common stock and Blackstone Holdings Partnership Units outstanding on December 31, 2021, were available for issuance under the 2007 Equity Incen(cid:2)ve Plan. We have ﬁled a registra(cid:2)on statement and intend to ﬁle addi(cid:2)onal registra(cid:2)on statements on Form S-8 under the Securi(cid:2)es Act to register shares of common stock covered by the 2007 Equity Incen(cid:2)ve Plan (including pursuant to automa(cid:2)c annual increases). Any such Form S-8 registra(cid:2)on statement will automa(cid:2)cally become eﬀec(cid:2)ve upon ﬁling. Accordingly, shares of common stock registered under such registra(cid:2)on statement will be available for sale in the open market. 261 Item 13. Certain Rela(cid:2)onships and Related Transac(cid:2)ons, and Director Independence Transac(cid:2)ons with Related Persons Tax Receivable Agreements We used a por(cid:2)on of the proceeds from the IPO and the sale of non-vo(cid:2)ng common units to Beijing Wonderful Investments to purchase interests in the predecessor businesses from the predecessor owners. In addi(cid:2)on, holders of Blackstone Holdings Partnership Units (other than Blackstone Inc.’s wholly owned subsidiaries), subject to the ves(cid:2)ng and minimum retained ownership requirements and transfer restric(cid:2)ons set forth in the partnership agreements of the Blackstone Holdings partnerships, may up to four (cid:2)mes each year (subject to the terms of the exchange agreement) exchange their Blackstone Holdings Partnership Units for shares of our common stock on a one-for-one basis. A Blackstone Holdings limited partner must exchange one partnership unit in each of the Blackstone Holdings partnerships to eﬀect an exchange for a share of common stock. Blackstone Holdings I L.P. and Blackstone Holdings II L.P. have made an elec(cid:2)on under Sec(cid:2)on 754 of the Internal Revenue Code eﬀec(cid:2)ve for each taxable year in which an exchange of partnership units for a share of common stock occurs, which may result in an adjustment to the tax basis of the assets of such Blackstone Holdings Partnerships at the (cid:2)me of an exchange of partnership units. Other Blackstone Holdings Partnerships and certain subsidiary partnerships are expected to make such elec(cid:2)ons for the 2021 and subsequent taxable years with the ﬁling of their federal income tax returns for such tax years. The purchase and subsequent exchanges of Blackstone Holdings Partnership Units are expected to result in increases in the tax basis of the tangible and intangible assets of Blackstone Holdings that otherwise would not have been available. These increases in tax basis may increase (for tax purposes) deprecia(cid:2)on and amor(cid:2)za(cid:2)on and therefore reduce the amount of tax that we would otherwise be required to pay in the future. We have entered into a tax receivable agreement with holders of Blackstone Holdings Partnership Units that provides for the payment by us to such holders of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that we actually realize (or are deemed to realize in the case of an early termina(cid:2)on payment by the corporate taxpayers or a change in control, as discussed below) as a result of these increases in tax basis and of certain other tax beneﬁts related to our entering into the tax receivable agreement, including tax beneﬁts a(cid:3)ributable to payments under the tax receivable agreement. This payment obliga(cid:2)on is an obliga(cid:2)on of us (and certain of our subsidiaries that are treated as corpora(cid:2)ons for U.S. federal income tax purposes which we refer to as “the corporate taxpayers”) and not of Blackstone Holdings. The corporate taxpayers expect to beneﬁt from the remaining 15% of cash savings, if any, in income tax that they realize. For purposes of the tax receivable agreement, 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 taxpayer 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 agreement. The term of the tax receivable agreement commenced upon consumma(cid:2)on of our IPO and will con(cid:2)nue un(cid:2)l all such tax beneﬁts have been u(cid:2)lized or expired, unless the corporate taxpayers exercise their right to terminate the tax receivable agreement for an amount based on the agreed payments remaining to be made under the agreement. 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 amor(cid:2)za(cid:2)on of the assets, the expected future payments under the tax receivable agreement (which are taxable to the recipients) in respect of the purchase and exchanges will aggregate $1.6 billion over the next 15 years. The a(cid:7)er-tax net present value of these es(cid:2)mated payments totals $434.5 million assuming a 15% discount rate and using an es(cid:2)mate of (cid:2)ming of the beneﬁt to be received. Future payments under the tax receivable agreement in respect of subsequent exchanges would be in addi(cid:2)on to these amounts. The payments under the tax receivable agreement are not condi(cid:2)oned upon con(cid:2)nued ownership of Blackstone equity interests by the holders of Blackstone Holdings Partnership Units men(cid:2)oned above. Subsequent to December 31, 2021, payments totaling $47.4 million were made to certain holders of Blackstone Holdings Partnership Units men(cid:2)oned above in accordance with the tax receivable agreement and related to tax beneﬁts the Partnership received for the 2020 taxable year. Those payments included payments of $3.7 million to Mr. Schwarzman and investment vehicles controlled by rela(cid:2)ves of Mr. Schwarzman; $2.1 million to Mr. James and a trust for which Mr. James is the investment trustee; $0.3 million to Mr. Chae and a trust for which Mr. Chae is the investment trustee; $0.1 million to Mr. Finley; and $0.7 million to Mr. Bara(cid:3)a and a trust for which Mr. Bara(cid:3)a is the investment trustee. 262 In addi(cid:2)on, the tax receivable agreement provides that upon certain mergers, asset sales, other forms of business combina(cid:2)ons or other changes of control, the corporate taxpayers’ (or their successors’) obliga(cid:2)ons with respect to exchanged or acquired units (whether exchanged or acquired before or a(cid:7)er such transac(cid:2)on) would be based on certain assump(cid:2)ons, including that the corporate taxpayers would have suﬃcient taxable income to fully u(cid:2)lize the beneﬁts arising from the increased tax deduc(cid:2)ons and tax basis and other similar beneﬁts. Upon a subsequent actual exchange, any addi(cid:2)onal increase in tax deduc(cid:2)ons, tax basis and other similar beneﬁts in excess of the amounts assumed at the change in control will also result in payments under the tax receivable agreement. Decisions we make in the course of running our business, such as with respect to mergers, asset sales, other forms of business combina(cid:2)ons or other changes in control, may inﬂuence the (cid:2)ming and amount of payments that are received by an exchanging or selling holder of Blackstone Holdings Partnership Units under the tax receivable agreement. For example, the earlier disposi(cid:2)on of assets following an exchange or acquisi(cid:2)on transac(cid:2)on will generally accelerate payments under a tax receivable agreement and increase the present value of such payments, and the disposi(cid:2)on of assets before an exchange or acquisi(cid:2)on transac(cid:2)on will increase the tax liability of a holder of Blackstone Holdings Partnership Units without giving rise to any rights of a holder of Blackstone Holdings Partnership Units to receive payments under any tax receivable agreements. Although we are not aware of any issue that would cause the IRS to challenge a tax basis increase, the corporate taxpayers will not be reimbursed for any payments previously made under a tax receivable agreement. As a result, in certain circumstances, payments could be made under a tax receivable agreement in excess of the corporate taxpayers’ cash tax savings. Registra(cid:2)on Rights Agreement In connec(cid:2)on with the restructuring and IPO, we entered into a registra(cid:2)on rights agreement with our pre-IPO owners, which was subsequently amended in connec(cid:2)on with the Conversion, pursuant to which we granted them, their aﬃliates and certain of their transferees the right, under certain circumstances and subject to certain restric(cid:2)ons, to require us to register under the Securi(cid:2)es Act shares of common stock delivered in exchange for Blackstone Holdings Partnership Units or shares of common stock (and other securi(cid:2)es conver(cid:2)ble into or exchangeable or exercisable for our shares of common stock) otherwise held by them. In addi(cid:2)on, newly-admi(cid:3)ed Blackstone senior managing directors and certain others who acquire Blackstone Holdings Partnership Units have subsequently become par(cid:2)es to the registra(cid:2)on rights agreement. In addi(cid:2)on, our founder, Stephen A. Schwarzman, has the right to request that we register the sale of shares of common stock held by holders of Blackstone Holdings Partnership Units an unlimited number of (cid:2)mes and may require us to make available shelf registra(cid:2)on statements permi(cid:8)ng sales of shares of common stock into the market from (cid:2)me to (cid:2)me over an extended period. In addi(cid:2)on, Mr. Schwarzman has the ability to exercise certain piggyback registra(cid:2)on rights in respect of shares of common stock held by holders of Blackstone Holdings Partnership Units in connec(cid:2)on with registered oﬀerings requested by other registra(cid:2)on rights holders or ini(cid:2)ated by us. Tsinghua University Educa(cid:2)on Founda(cid:2)on As part of an ini(cid:2)a(cid:2)ve announced in 2013, Mr. Schwarzman, through the Stephen A. Schwarzman Educa(cid:2)on Founda(cid:2)on, personally commi(cid:3)ed $100 million to create and endow a post-graduate scholarship program at Tsinghua University in Beijing, en(cid:2)tled “Schwarzman Scholars,” and fund the construc(cid:2)on of a residen(cid:2)al and academic building. He is leading a fundraising campaign to raise $600 million to support the “Schwarzman Endowment Fund.” The Tsinghua University Educa(cid:2)on Founda(cid:2)on (“TUEF”) will hold the Schwarzman Endowment Fund and has agreed to delegate management of the fund to Blackstone. We have agreed that TUEF, and certain en(cid:2)(cid:2)es aﬃliated with TUEF, will not be required to pay Blackstone a management fee for managing the Schwarzman Endowment Fund and, to the extent Blackstone allocates and invests assets of the Schwarzman Endowment Fund in our funds, which may take the form of funded or unfunded general partner commitments to our investment funds, we an(cid:2)cipate that such investments will be subject to reduced or waived management fees and/or carried interest. 263 Joseph P. Bara(cid:6)a Mr. Bara(cid:3)a received a base salary of $350,000 and an annual cash bonus payment of $10,150,000. The cash payment was based upon the performance of our private equity business, including the contribu(cid:2)on of all current and past funds within the business da(cid:2)ng back to before the IPO. The ul(cid:2)mate cash payment to Mr. Bara(cid:3)a was, however, determined in the discre(cid:2)on of Mr. Schwarzman and Mr. Gray. In April 2021, Mr. Bara(cid:3)a was awarded a discre(cid:2)onary award of 84,258 deferred restricted common stock units with a grant date fair value of $6,335,359. This award reﬂected 2020 performance and was intended to further promote reten(cid:2)on and to incen(cid:2)vize future performance. See “— Item 11. Execu(cid:2)ve Compensa(cid:2)on — Narra(cid:2)ve Disclosure to Summary Compensa(cid:2)on Table and Grants of Plan-Based Awards in 2021 — Terms of Discre(cid:2)onary Equity Awards” for discussion of the ves(cid:2)ng terms applicable to Mr. Bara(cid:3)a’s equity awards. Mr. Bara(cid:3)a also par(cid:2)cipated in the performance fees of our funds, consis(cid:2)ng of carried interest in our carry funds and incen(cid:2)ve fees in our funds that pay incen(cid:2)ve fees. The compensa(cid:2)on paid to Mr. Bara(cid:3)a in respect of carried interest in our carry funds primarily relates to Mr. Bara(cid:3)a’s par(cid:2)cipa(cid:2)on in the private equity funds (which were formed both before and a(cid:7)er the IPO). The amount of distribu(cid:2)ons, whether cash or in-kind, in respect of carried interest or incen(cid:2)ve fee alloca(cid:2)ons to Mr. Bara(cid:3)a for 2021 was $30,920,621. Any in-kind distribu(cid:2)ons in respect of carried interest are reported based on the market value of the securi(cid:2)es distributed as of the date of distribu(cid:2)on. See “— Item 11. Execu(cid:2)ve Compensa(cid:2)on — Compensa(cid:2)on Elements for Named Execu(cid:2)ve Oﬃcers” in this report for addi(cid:2)onal discussion of the elements of our compensa(cid:2)on program. Blackstone Holdings Partnership Agreements As a result of the reorganiza(cid:2)on and the IPO, Blackstone Inc. (at that (cid:2)me, The Blackstone Group L.P.) became a holding partnership and, through wholly owned subsidiaries, held equity interests in the ﬁve holdings partnerships (i.e., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and Blackstone Holdings V L.P.). On January 1, 2009, in order to simplify our structure and ease the related administra(cid:2)ve burden and costs, we eﬀected an internal restructuring to reduce the number of holding partnerships from ﬁve to four by causing Blackstone Holdings III L.P. to transfer all of its assets and liabili(cid:2)es to Blackstone Holdings IV L.P. In connec(cid:2)on therewith, Blackstone Holdings IV L.P. was renamed Blackstone Holdings III L.P. and Blackstone Holdings V L.P. was renamed Blackstone Holdings IV L.P. On October 1, 2015, Blackstone formed a new holding partnership, Blackstone Holdings AI L.P., which holds certain opera(cid:2)ng en(cid:2)(cid:2)es and operates in a manner similar to the other Blackstone Holdings Partnerships. The economic interests of Blackstone Inc. in Blackstone’s business remains en(cid:2)rely unaﬀected. “Blackstone Holdings” refers to (a) Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and Blackstone Holdings V L.P. prior to the January 2009 reorganiza(cid:2)on, (b) Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P. and Blackstone Holdings IV L.P. from January 1, 2009 through October 1, 2015 and (c) Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and Blackstone Holdings AI L.P. subsequent to the October 2015 crea(cid:2)on of Blackstone Holdings AI L.P. Wholly owned subsidiaries of Blackstone Inc. which are the general partners of those partnerships have the right to determine when distribu(cid:2)ons will be made to the partners of Blackstone Holdings and the amount of any such distribu(cid:2)ons. If a distribu(cid:2)on is authorized, such distribu(cid:2)on will be made to the partners of Blackstone Holdings pro-rata in accordance with the percentages of their respec(cid:2)ve partnership interests as described under “Part II. Item 5. Market for Registrant’s Common Equity, Related Stockholder Ma(cid:3)ers and Issuer Purchases of Equity Securi(cid:2)es — Dividend Policy.” Each of the Blackstone Holdings Partnerships has an iden(cid:2)cal number of partnership units outstanding, and we use the terms “Blackstone Holdings Partnership Unit” or “partnership unit in/of Blackstone Holdings” to refer, collec(cid:2)vely, to a partnership unit in each of the Blackstone Holdings Partnerships. The holders of partnership units in Blackstone Holdings, including Blackstone Inc.’s wholly owned subsidiaries, will incur U.S. federal, state and local income taxes on their propor(cid:2)onate share of any net taxable income of Blackstone Holdings. Net proﬁts and net 264 losses of Blackstone Holdings will generally be allocated to its partners (including Blackstone Inc.’s wholly owned subsidiaries) pro-rata in accordance with the percentages of their respec(cid:2)ve partnership interests as described under “Part II. Item 5. Market for Registrant’s Common Equity, Related Stockholder Ma(cid:3)ers and Issuer Purchases of Equity Securi(cid:2)es — Dividend Policy.” The partnership agreements of the Blackstone Holdings Partnerships provide for cash distribu(cid:2)ons, which we refer to as “tax distribu(cid:2)ons,” to the partners of such partnerships if the wholly owned subsidiaries of Blackstone Inc. which are the general partners of the Blackstone Holdings Partnerships determine that the taxable income of the relevant partnership will give rise to taxable income for its partners. Generally, these tax distribu(cid:2)ons are computed based on our es(cid:2)mate of the net taxable income of the relevant partnership allocable to a partner mul(cid:2)plied by an assumed tax rate equal to the highest eﬀec(cid:2)ve marginal combined U.S. federal, state and local income tax rate prescribed for an individual or corporate resident in New York, New York (taking into account the non-deduc(cid:2)bility of certain expenses and the character of our income). Tax distribu(cid:2)ons are made only to the extent all distribu(cid:2)ons from such partnerships for the relevant year are insuﬃcient to cover such tax liabili(cid:2)es. Subject to the ves(cid:2)ng and minimum retained ownership requirements and transfer restric(cid:2)ons set forth in the partnership agreements of the Blackstone Holdings Partnerships, Blackstone Holdings Partnership Units may be exchanged for shares of common stock as described under “— Exchange Agreement” below. In addi(cid:2)on, the Blackstone Holdings partnership agreements authorize the wholly owned subsidiaries of Blackstone Inc., which are the general partners of those partnerships, to issue an unlimited number of addi(cid:2)onal partnership securi(cid:2)es of the Blackstone Holdings Partnerships with such designa(cid:2)ons, preferences, rights, powers and du(cid:2)es that are diﬀerent from, and may be senior to, those applicable to the Blackstone Holdings Partnership Units, and which may be exchangeable for shares of our common stock. See “— Item 11. Execu(cid:2)ve Compensa(cid:2)on — Narra(cid:2)ve Disclosure to Summary Compensa(cid:2)on Table and Grants of Plan-Based Awards in 2021 — Terms of Discre(cid:2)onary Equity Awards” for a discussion of minimum retained ownership requirements and transfer restric(cid:2)ons applicable to the Blackstone Holdings Partnership Units. The generally applicable minimum retained ownership requirements and transfer restric(cid:2)ons are outlined in the sec(cid:2)ons referenced in the preceding sentence. There may be some diﬀerent arrangements for some individuals in some instances. In addi(cid:2)on, we may waive these requirements and restric(cid:2)ons from (cid:2)me to (cid:2)me. In addi(cid:2)on, substan(cid:2)ally all of our expenses, including substan(cid:2)ally all expenses solely incurred by or a(cid:3)ributable to Blackstone Inc. but not including obliga(cid:2)ons incurred under the tax receivable agreement by Blackstone Inc.’s wholly owned subsidiaries, income tax expenses of Blackstone Inc.’s wholly owned subsidiaries and payments on indebtedness incurred by Blackstone Inc.’s wholly owned subsidiaries, are borne by Blackstone Holdings. Exchange Agreement In connec(cid:2)on with the reorganiza(cid:2)on and IPO, we entered into an exchange agreement with the holders of partnership units in Blackstone Holdings (other than Blackstone Inc.’s wholly owned subsidiaries). In addi(cid:2)on, certain Blackstone senior managing directors and others who have acquired Blackstone Holdings Partnership Units also have become par(cid:2)es to the exchange agreement. Under the exchange agreement, as amended, subject to the ves(cid:2)ng and minimum retained ownership requirements and transfer restric(cid:2)ons set forth in the partnership agreements of the Blackstone Holdings Partnerships, each such holder of Blackstone Holdings Partnership Units (and certain transferees thereof) may up to four (cid:2)mes each year (subject to the terms of the exchange agreement) exchange these partnership units for shares of our common stock on a one-for-one basis, subject to customary conversion rate adjustments for splits, unit distribu(cid:2)ons and reclassiﬁca(cid:2)ons. Under the exchange agreement, to eﬀect an exchange a holder of partnership units in Blackstone Holdings must simultaneously exchange one partnership unit in each of the Blackstone Holdings Partnerships. As a holder exchanges its Blackstone Holdings Partnership Units, Blackstone Inc.’s indirect interest in the Blackstone Holdings Partnerships will be correspondingly increased. 265 Share Repurchase On December 7, 2021, we repurchased 3,718,854 shares of our common stock from Mr. James (the “Repurchase”) for an aggregate purchase price of $499,999,920, which reﬂected the same price per share received by Mr. James in a concurrent sale of shares of our common stock to a third-party ﬁnancial ins(cid:2)tu(cid:2)on. At the (cid:2)me of such Repurchase, Mr. James served as our Execu(cid:2)ve Vice Chairman and as a member of our board of directors. Payments to Kirkland & Ellis LLP Reginald J. Brown, a member of our board of directors, is a partner at the law ﬁrm of Kirkland & Ellis LLP (“Kirkland”). We have engaged Kirkland from (cid:2)me to (cid:2)me in the ordinary course of business to provide legal services to us and our subsidiaries. Our rela(cid:2)onship with Kirkland pre-dates Mr. Brown’s appointment to our board of directors. During 2021, we paid Kirkland approximately $69.6 million in legal fees (the “Fees”), and Mr. Brown’s interest in the Fees is es(cid:2)mated to be less than 1% of the Fees. Mr. Brown does not receive any direct compensa(cid:2)on, speciﬁc origina(cid:2)on bonus or other dispropor(cid:2)onate alloca(cid:2)on from legal fees we pay to Kirkland. Firm Use of Private Aircra(cid:6) Certain en(cid:2)(cid:2)es controlled by Mr. Schwarzman wholly own aircra(cid:7) that we use for business purposes in the course of our opera(cid:2)ons, and in 2021, we made payments of $0.2 million for the use of such aircra(cid:7), which included $0.1 million paid directly to the managers of the aircra(cid:7). An en(cid:2)ty controlled by Mr. Gray wholly owns aircra(cid:7) that we use for business purposes in the course of our opera(cid:2)ons, and in 2021, we made payments of $0.1 million for the use of such aircra(cid:7). An en(cid:2)ty jointly controlled by Mr. Bara(cid:3)a and two other individuals owns aircra(cid:7) that we use for business purposes in the course of our opera(cid:2)ons, and in 2021, we made payments of $0.2 million for the use of such aircra(cid:7). Each of Messrs. Schwarzman, Gray, and Bara(cid:3)a paid for his respec(cid:2)ve ownership interest in his aircra(cid:7) himself and bore his respec(cid:2)ve share of all opera(cid:2)ng, personnel and maintenance costs associated with the opera(cid:2)on of such aircra(cid:7). The hourly payments we made for use of such aircra(cid:7) were based on current market rates. Investment In or Alongside Our Funds Our directors and execu(cid:2)ve oﬃcers may invest their own capital in or alongside our funds and other vehicles we manage, in some instances, without being subject to management fees, carried interest or incen(cid:2)ve fees. For our carry funds, these investments may be made through the applicable fund general partner and fund a por(cid:2)on of the general partner capital commitments to our funds. These investment opportuni(cid:2)es are available to all of our senior managing directors and to those of our employees whom we have determined to have a status that reasonably permits us to oﬀer them these types of investments and in compliance with applicable laws. During the year ended December 31, 2021, our directors and execu(cid:2)ve oﬃcers (and, in some cases, certain investment trusts or other family vehicles or charitable organiza(cid:2)ons controlled by them or their immediate family members) had the following gross contribu(cid:2)ons rela(cid:2)ng to their personal investments (and the investments of any such trusts) in Blackstone funds and other Blackstone-managed vehicles: Mr. Schwarzman, Mr. Gray, Mr. James, Mr. Bara(cid:3)a, Mr. Chae, Mr. Breyer, Ms. Porat, Mr. Finley, Mr. Parre(cid:3), Mr. Brown, Mr. Mulroney, Mr. Light, and Ms. Ayo(cid:3)e made gross contribu(cid:2)ons of $619.8 million, $155.4 million, $153.1 million, $10.3 million, $8.9 million, $6.7 million, $1.8 million, $1.3 million, $0.4 million, $0.3 million, $0.1 million, $0.1 million, and $0.01 million, respec(cid:2)vely. Statement of Policy Regarding Transac(cid:2)ons with Related Persons Our board of directors has adopted a wri(cid:3)en statement of policy regarding transac(cid:2)ons with related persons, which we refer to as our “related person policy.” Our related person policy requires that a “related person” (as deﬁned as in paragraph (a) of Item 404 of Regula(cid:2)on S-K) must promptly disclose to the Chief Legal Oﬃcer any “related person transac(cid:2)on” (deﬁned as any transac(cid:2)on that is reportable by us under Item 404(a) of Regula(cid:2)on S-K in which we were or are to be a par(cid:2)cipant and the amount involved exceeds $120,000 and in which any related 266 person had or will have a direct or indirect material interest) and all material facts with respect thereto. The Chief Legal Oﬃcer will then promptly communicate that informa(cid:2)on to the board of directors. No related person transac(cid:2)on will be consummated without the approval or ra(cid:2)ﬁca(cid:2)on of the board of directors or any commi(cid:3)ee of the board of directors consis(cid:2)ng exclusively of independent and disinterested directors. It is our policy that directors interested in a related person transac(cid:2)on will recuse themselves from any vote of a related person transac(cid:2)on in which they have an interest. Non-Compe(cid:2)(cid:2)on and Non-Solicita(cid:2)on Agreements We have entered into a non-compe(cid:2)(cid:2)on and non-solicita(cid:2)on agreement with each of our professionals, including each of our execu(cid:2)ve oﬃcers. See “— Item 11. Execu(cid:2)ve Compensa(cid:2)on — Non-Compe(cid:2)(cid:2)on and Non-Solicita(cid:2)on Agreements” for a descrip(cid:2)on of the material terms of such agreements. Director Independence See “— Item 10. Directors, Execu(cid:2)ve Oﬃcers and Corporate Governance — Controlled Company Excep(cid:2)on and Director Independence” for informa(cid:2)on on director independence. 267 Item 14. Principal Accountant Fees and Services The following table summarizes the aggregate fees for professional services provided by Deloi(cid:3)e & Touche LLP, the member ﬁrms of Deloi(cid:3)e Touche Tohmatsu and their respec(cid:2)ve aﬃliates (collec(cid:2)vely, the “Deloi(cid:3)e En(cid:2)(cid:2)es”): Audit Fees Audit-Related Fees Tax Fees All Other Fees Audit Fees Audit-Related Fees Tax Fees All Other Fees Year Ended December 31, 2021 Blackstone En(cid:2)(cid:2)es, Principally Fund Related (c) Blackstone Funds, Transac(cid:2)on Related (d) The Blackstone Group Inc. $ 9,957 (a) 70 736 (b) — $ 10,763 $ $ $ (Dollars in Thousands) 46,924 1,227 80,411 33 128,595 — 29,887 11,145 — $ 41,032 Year Ended December 31, 2020 Blackstone En(cid:2)(cid:2)es, Principally Fund Related (c) Blackstone Funds, Transac(cid:2)on Related (d) The Blackstone Group Inc. $ 9,720 (a) 445 972 (b) — $ 11,137 $ $ $ (Dollars in Thousands) 43,444 1,700 71,680 — 116,824 — 16,257 19,748 — $ 36,005 Total $ 56,881 31,184 92,292 33 $ 180,390 Total $ 53,164 18,402 92,400 — $ 163,966 (a) Audit Fees consisted of fees for (1) the audits of our consolidated ﬁnancial statements in our Annual Report on Form 10-K and services a(cid:3)endant to, or required by, statute or regula(cid:2)on, (2) reviews of the interim condensed consolidated ﬁnancial statements included in our quarterly reports on Form 10-Q, and (3) consents and other services related to SEC and other regulatory ﬁlings. (b) Tax Fees consisted of fees for services rendered for tax compliance and tax planning and advisory services. (c) The Deloi(cid:3)e En(cid:2)(cid:2)es also provide audit, audit-related and tax services (primarily tax compliance and related services) to certain Blackstone Funds and other corporate en(cid:2)(cid:2)es. (d) Audit-Related and Tax Fees included merger and acquisi(cid:2)on due diligence services provided in connec(cid:2)on with poten(cid:2)al acquisi(cid:2)ons of por(cid:6)olio companies for investment purposes primarily to certain private equity and real estate funds managed by Blackstone in its capacity as the general partner. In addi(cid:2)on, the Deloi(cid:3)e En(cid:2)(cid:2)es provide audit, audit-related, tax and other services to the por(cid:6)olio companies, which are approved directly by the por(cid:6)olio company’s management and are not included in the amounts presented here. Our audit commi(cid:3)ee charter, which is available on our website at h(cid:3)p://ir.blackstone.com under “Corporate Governance,” requires the audit commi(cid:3)ee to pre-approve all audit and non-audit services to be provided by our independent registered public accoun(cid:2)ng ﬁrm in accordance with the charter of the audit commi(cid:3)ee. All services reported in the Audit, Audit-Related, Tax and All Other Fees categories above were approved by the audit commi(cid:3)ee. 268 Item 15. Exhibits and Financial Statement Schedules (a) The following documents are ﬁled as part of this annual report. Part IV. 1. Financial Statements: See Item 8 above. 2. Financial Statement Schedules: Schedules for which provision is made in the applicable accoun(cid:2)ng regula(cid:2)ons of the SEC are not required under the related instruc(cid:2)ons or are not applicable, and therefore have been omi(cid:3)ed. 3. Exhibits: Exhibit Number 3.1 3.2 Exhibit Descrip(cid:2)on Amended and Restated Cer(cid:2)ﬁcate of Incorpora(cid:2)on of Blackstone Inc. (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 ﬁled with the SEC on August 6, 2021). Amended and Restated Bylaws of Blackstone Inc. (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 ﬁled with the SEC on August 6, 2021). 4.1* Descrip(cid:2)on of Capital Stock. 4.2 4.3 4.4 4.5 Indenture dated as of August 20, 2009 among Blackstone Holdings Finance Co. L.L.C., The Blackstone Group L.P., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K ﬁled with the SEC on August 20, 2009). Third Supplemental Indenture dated as of August 17, 2012 among Blackstone Holdings Finance Co. L.L.C., The Blackstone Group L.P., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K ﬁled with the SEC on August 17, 2012). Form of 4.750% Senior Note due 2023 (included in Exhibit 4.3 hereto). Fourth Supplemental Indenture dated as of August 17, 2012 among Blackstone Holdings Finance Co. L.L.C., The Blackstone Group L.P., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.4 to the Registrant’s Current Report on Form 8-K ﬁled with the SEC on August 17, 2012). 4.6 Form of 6.250% Senior Note due 2042 (included in Exhibit 4.5 hereto). 269 4.7 4.8 4.9 4.10 4.11 4.12 4.13 4.14 4.15 4.16 4.17 Fi(cid:7)h Supplemental Indenture dated as of April 7, 2014 among Blackstone Holdings Finance Co. L.L.C., The Blackstone Group L.P., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K ﬁled with the SEC on April 7, 2014). Form of 5.000% Senior Note due 2044 (included in Exhibit 4.7 hereto). Sixth Supplemental Indenture dated as of April 27, 2015 among Blackstone Holdings Finance Co. L.L.C., The Blackstone Group L.P., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K ﬁled with the SEC on April 27, 2015). Form of 4.450% Senior Note due 2045 (included in Exhibit 4.9 hereto). Seventh Supplemental Indenture dated as of May 19, 2015 among Blackstone Holdings Finance Co. L.L.C., The Blackstone Group L.P., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P., The Bank of New York Mellon, as trustee, and The Bank of New York Mellon, London Branch, as paying agent (incorporated herein by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K ﬁled with the SEC on May 19, 2015). Form of 2.000% Senior Note due 2025 (included in Exhibit 4.11 hereto). Guarantor Joinder Agreement dated as of October 1, 2015 among Blackstone Holdings Finance Co. L.L.C., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P., Blackstone Holdings AI L.P. and Ci(cid:2)bank, N.A., as administra(cid:2)ve agent (incorporated herein by reference to Exhibit 4.16 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 ﬁled with the SEC on February 26, 2016). Eighth Supplemental Indenture dated as of October 1, 2015 among Blackstone Holdings Finance Co. L.L.C., The Blackstone Group L.P., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P., Blackstone Holdings AI L.P. and The Bank of New York Mellon, as Trustee (incorporated herein by reference to Exhibit 4.17 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 ﬁled with the SEC on February 26, 2016). Ninth Supplemental Indenture dated as of October 5, 2016 among Blackstone Holdings Finance Co. L.L.C., The Blackstone Group L.P., Blackstone Holdings I L.P., Blackstone Holdings AI L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P., The Bank of New York Mellon, as trustee, and The Bank of New York Mellon, London Branch, as paying agent (incorporated herein by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K ﬁled with the SEC on October 5, 2016). Form of 1.000% Senior Note due 2026 (included in Exhibit 4.15 hereto). Tenth Supplemental Indenture dated as of October 2, 2017 among Blackstone Holdings Finance Co. L.L.C., The Blackstone Group L.P., Blackstone Holdings I L.P., Blackstone Holdings AI L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K ﬁled with the SEC on October 2, 2017). 4.18 Form of 3.150% Senior Note due 2027 (included in Exhibit 4.17 hereto). 270 4.19 4.20 4.21 4.22 4.23 4.24 4.25 4.26 4.27 4.28 4.29 4.30 4.31 Eleventh Supplemental Indenture dated as of October 2, 2017 among Blackstone Holdings Finance Co. L.L.C., The Blackstone Group L.P., Blackstone Holdings I L.P., Blackstone Holdings AI L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.4 to the Registrant’s Current Report on Form 8-K ﬁled with the SEC October 2, 2017). Form of 4.000% Senior Note due 2047 (included in Exhibit 4.19 hereto). Twel(cid:7)h Supplemental Indenture dated as of April 10, 2019 among Blackstone Holdings Finance Co. L.L.C., The Blackstone Group L.P., Blackstone Holdings I L.P., Blackstone Holdings AI L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P., The Bank of New York Mellon, as trustee, and The Bank of New York Mellon, London Branch, as paying agent (incorporated herein by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K ﬁled with the SEC on April 11, 2019). Form of 1.500% Senior Notes due 2029 (included in Exhibit 4.21 hereto). Thirteenth Supplemental Indenture dated as of September 10, 2019 among Blackstone Holdings Finance Co. L.L.C., The Blackstone Group Inc., Blackstone Holdings I L.P., Blackstone Holdings AI L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K ﬁled with the SEC on September 10, 2019). Form of 2.500% Senior Note due 2030 (included in Exhibit 4.23 hereto). Fourteenth Supplemental Indenture dated as of September 10, 2019 among Blackstone Holdings Finance Co. L.L.C., The Blackstone Group Inc., Blackstone Holdings I L.P., Blackstone Holdings AI L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.4 to the Registrant’s Current Report on Form 8-K ﬁled with the SEC on September 10, 2019). Form of 3.500% Senior Note due 2049 (included in Exhibit 4.25 hereto). Fi(cid:7)eenth Supplemental Indenture dated as of September 29, 2020 among Blackstone Holdings Finance Co. L.L.C., The Blackstone Group Inc., Blackstone Holdings I L.P., Blackstone Holdings AI L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K ﬁled with the SEC on September 29, 2020). Form of 1.600% Senior Note due 2031 (included in Exhibit 4.27 hereto). Sixteenth Supplemental Indenture dated as of September 29, 2020 among Blackstone Holdings Finance Co. L.L.C., The Blackstone Group Inc., Blackstone Holdings I L.P., Blackstone Holdings AI L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.4 to the Registrant’s Current Report on Form 8-K ﬁled with the SEC on September 29, 2020). Form of 2.800% Senior Note due 2050 (included in Exhibit 4.29 hereto). Seventeenth Supplemental Indenture dated as of August 5, 2021 among Blackstone Holdings Finance Co. L.L.C., The Blackstone Group Inc., Blackstone Holdings I L.P., Blackstone Holdings AI L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K ﬁled with the SEC on August 5, 2021). 271 4.32 4.33 4.34 4.35 4.36 4.37 4.38 4.39 4.40 10.1 10.2 10.3 Form of 1.625% Senior Note due 2028 (included in Exhibit 4.31 hereto). Eighteenth Supplemental Indenture dated as of August 5, 2021 among Blackstone Holdings Finance Co. L.L.C., The Blackstone Group Inc., Blackstone Holdings I L.P., Blackstone Holdings AI L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.4 to the Registrant’s Current Report on Form 8-K ﬁled with the SEC on August 5, 2021). Form of 2.000% Senior Note due 2032 (included in Exhibit 4.33 hereto). Nineteenth Supplemental Indenture dated as of August 5, 2021 among Blackstone Holdings Finance Co. L.L.C., The Blackstone Group Inc., Blackstone Holdings I L.P., Blackstone Holdings AI L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.6 to the Registrant’s Current Report on Form 8-K ﬁled with the SEC on August 5, 2021). Form of 2.850% Senior Note due 2051 (included in Exhibit 4.35 hereto). Twen(cid:2)eth Supplemental Indenture dated as of January 10, 2022 among Blackstone Holdings Finance Co. L.L.C., Blackstone Inc., Blackstone Holdings I L.P., Blackstone Holdings AI L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K ﬁled with the SEC on January 10, 2022). Form of 2.550% Senior Note due 2032 (included in Exhibit 4.37 hereto). Twenty-First Supplemental Indenture dated as of January 10, 2022 among Blackstone Holdings Finance Co. L.L.C., Blackstone Inc., Blackstone Holdings I L.P., Blackstone Holdings AI L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.4 to the Registrant’s Current report on Form 8-K ﬁled with the SEC on January 10, 2022). Form of 3.200% Senior Note due 2052 (included in Exhibit 4.39 hereto). Fourth Amended and Restated Limited Partnership Agreement of Blackstone Holdings I L.P., dated as of May 7, 2021, by and among Blackstone Holdings I/II GP L.L.C. and the limited partners of Blackstone Holdings I L.P. party thereto (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 ﬁled with the SEC on May 7, 2021). Fourth Amended and Restated Limited Partnership Agreement of Blackstone Holdings II L.P., dated as of May 7, 2021, by and among Blackstone Holdings I/II GP L.L.C. and the limited partners of Blackstone Holdings II L.P. party thereto (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 ﬁled with the SEC on May 7, 2021). Fi(cid:7)h Amended and Restated Limited Partnership Agreement of Blackstone Holdings III L.P., dated as of May 7, 2021, by and among Blackstone Holdings III GP L.P. and the limited partners of Blackstone Holdings III L.P. party thereto (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 ﬁled with the SEC on May 7, 2021). 272 10.4 10.5 10.6 10.7+* 10.8 Fi(cid:7)h Amended and Restated Limited Partnership Agreement of Blackstone Holdings IV L.P., dated as of May 7, 2021, by and among Blackstone Holdings IV GP L.P. and the limited partners of Blackstone Holdings IV L.P. party thereto (incorporated herein by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 ﬁled with the SEC on May 7, 2021). Fourth Amended and Restated Limited Partnership Agreement of Blackstone Holdings AI L.P., dated as of May 7, 2021, by and among Blackstone Holdings I/II GP L.L.C. and the limited partners of Blackstone Holdings AI L.P. party thereto (incorporated herein by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 ﬁled with the SEC on May 7, 2021). Amended and Restated Tax Receivable Agreement, dated as of May 7, 2021, by and among Blackstone Holdings I/II GP L.L.C., Blackstone Holdings I L.P., Blackstone Holdings II L.P. and the limited partners of Blackstone Holdings I L.P. and Blackstone Holdings II L.P. party thereto (incorporated herein by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 ﬁled with the SEC on May 7, 2021). Sixth Amended and Restated Exchange Agreement, dated as of February 7, 2022, among Blackstone Inc., Blackstone Holdings AI L.P., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and the Blackstone Holdings Limited Partners from (cid:2)me to (cid:2)me party thereto. Amended and Restated Registra(cid:2)on Rights Agreement, dated as of May 7, 2021 (incorporated herein by reference to Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 ﬁled with the SEC on May 7, 2021). 10.9+* Blackstone Inc. Amended and Restated 2007 Equity Incen(cid:2)ve Plan 10.10+ 10.11+ 10.12+ 10.13+ The Blackstone Group Inc. Ninth Amended and Restated Bonus Deferral Plan (incorporated herein by reference to Exhibit 10.10 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 ﬁled with the SEC on May 7, 2021). Amended and Restated Founding Member Agreement of Stephen A. Schwarzman, dated as of March 1, 2018, by and among Blackstone Holdings I L.P. and Stephen A. Schwarzman (incorporated herein by reference to Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2017 ﬁled with the SEC on March 1, 2018). Le(cid:3)er Agreement, dated as of July 1, 2019, amending Amended and Restated Founding Member Agreement of Stephen A. Schwarzman, dated as of March 1, 2018, by and among Blackstone Holdings I L.P. and Stephen A. Schwarzman (incorporated herein by reference to Exhibit 99.9 to the Registrant’s Current Report on Form 8-K ﬁled with the SEC on July 5, 2019). Form of Senior Managing Director Agreement by and among Blackstone Holdings I L.P. and each of the Senior Managing Directors from (cid:2)me to (cid:2)me party thereto (incorporated herein by reference to Exhibit 10.12 to the Registrant’s Registra(cid:2)on Statement on Form S-1/A ﬁled with the SEC on June 14, 2007). (Applicable to all execu(cid:2)ve oﬃcers other than Mr. Schwarzman.) 273 10.14+ 10.15+ 10.16+ 10.17+ Form of Deferred Restricted Common Unit Award Agreement (Directors) (incorporated herein by reference to Exhibit 10.36 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 ﬁled with the SEC on August 8, 2008). Form of Deferred Restricted Blackstone Holdings Unit Award Agreement for Execu(cid:2)ve Oﬃcers (incorporated herein by reference to Exhibit 10.37 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 ﬁled with the SEC on November 7, 2008). Second Amended and Restated Limited Liability Company Agreement of BMA V L.L.C., dated as of May 31, 2007, by and among Blackstone Holdings III L.P. and certain members of BMA V L.L.C. (incorporated herein by reference to Exhibit 10.12 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 ﬁled with the SEC on August 13, 2007). Second Amended and Restated Agreement of Limited Partnership of Blackstone Real Estate Management Associates Interna(cid:2)onal L.P., dated as of May 31, 2007, by and among BREA Interna(cid:2)onal (Cayman) Ltd. and certain limited partners (incorporated herein by reference to Exhibit 10.13 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 ﬁled with the SEC on August 13, 2007). 10.17.1+ Amendment No. 1 dated as of January 1, 2008 to the Second Amended and Restated Agreement of Limited Partnership of Blackstone Real Estate Management Associates Interna(cid:2)onal L.P., dated as of May 31, 2007, by and among BREA Interna(cid:2)onal (Cayman) Ltd. and certain limited partners (incorporated herein by reference to Exhibit 10.19.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 ﬁled with the SEC on May 15, 2008). 10.18+ 10.19+ 10.20+ 10.21+ 10.22+ Second Amended and Restated Agreement of Limited Partnership of Blackstone Real Estate Management Associates Interna(cid:2)onal II L.P., dated as of May 31, 2007, by and among BREA Interna(cid:2)onal (Cayman) II Ltd. and certain limited partners (incorporated herein by reference to Exhibit 10.14 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 ﬁled with the SEC on August 13, 2007). Amendment No. 1 dated as of January 1, 2008 to the Second Amended and Restated Agreement of Limited Partnership of Blackstone Real Estate Management Associates Interna(cid:2)onal II L.P., dated as of May 31, 2007, by and among BREA Interna(cid:2)onal (Cayman) II Ltd. and certain limited partners (incorporated herein by reference to Exhibit 10.20.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 ﬁled with the SEC on May 15, 2008). Second Amended and Restated Limited Liability Company Agreement of Blackstone Management Associates IV L.L.C., dated as of May 31, 2007, by and among Blackstone Holdings III L.P. and certain members of Blackstone Management Associates IV L.L.C. (incorporated herein by reference to Exhibit 10.15 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 ﬁled with the SEC on August 13, 2007). Second Amended and Restated Limited Liability Company Agreement of Blackstone Mezzanine Management Associates L.L.C., dated as of May 31, 2007, by and among Blackstone Holdings III L.P. and certain members of Blackstone Mezzanine Management Associates L.L.C. (incorporated herein by reference to Exhibit 10.16 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 ﬁled with the SEC on August 13, 2007). Second Amended and Restated Limited Liability Company Agreement of Blackstone Mezzanine Management Associates II L.L.C., dated as of May 31, 2007, by and among Blackstone Holdings III L.P. and certain members of Blackstone Mezzanine Management Associates II L.L.C. (incorporated herein by reference to Exhibit 10.17 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 ﬁled with the SEC on August 13, 2007). 274 10.23+ 10.24+ 10.25+ Second Amended and Restated Limited Liability Company Agreement of BREA IV L.L.C., dated as of May 31, 2007, by and among Blackstone Holdings III L.P. and certain members of BREA IV L.L.C. (incorporated herein by reference to Exhibit 10.18 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 ﬁled with the SEC on August 13, 2007). Second Amended and Restated Limited Liability Company Agreement of BREA V L.L.C., dated as of May 31, 2007, by and among Blackstone Holdings III L.P. and certain members of BREA V L.L.C. (incorporated herein by reference to Exhibit 10.19 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 ﬁled with the SEC on August 13, 2007). Second Amended and Restated Limited Liability Company Agreement of BREA VI L.L.C., dated as of May 31, 2007, by and among Blackstone Holdings III L.P. and certain members of BREA VI L.L.C. (incorporated herein by reference to Exhibit 10.20 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 ﬁled with the SEC on August 13, 2007). 10.25.1+ Amendment No. 1 dated as of January 1, 2008 to the Second Amended and Restated Limited Liability Company Agreement of BREA VI L.L.C., dated as of May 31, 2007, by and among Blackstone Holdings III L.P. and certain members of BREA VI L.L.C. (incorporated herein by reference to Exhibit 10.26.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 ﬁled with the SEC on May 15, 2008). 10.26 10.27+ 10.28+ 10.29+ 10.30+ 10.31+ Second Amended and Restated Limited Liability Company Agreement of Blackstone Communica(cid:2)ons Management Associates I L.L.C., dated as of May 31, 2007, by and among Blackstone Holdings III L.P. and certain members of Blackstone Communica(cid:2)ons Management Associates I L.L.C. (incorporated herein by reference to Exhibit 10.21 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 ﬁled with the SEC on August 13, 2007). Amended and Restated Limited Liability Company Agreement of BCLA L.L.C., dated as of April 15, 2008, by and among Blackstone Holdings III L.P. and certain members of BCLA L.L.C. (incorporated herein by reference to Exhibit 10.28 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 ﬁled with the SEC on May 15, 2008). Third Amended and Restated Agreement of Limited Partnership of Blackstone Real Estate Management Associates Europe III L.P., dated as of June 30, 2008 (incorporated herein by reference to Exhibit 10.28 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 ﬁled with the SEC on August 8, 2008). Second Amended and Restated Limited Liability Company Agreement of Blackstone Real Estate Special Situa(cid:2)ons Associates L.L.C., dated as of June 30, 2008 (incorporated herein by reference to Exhibit 10.29 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 ﬁled with the SEC on August 8, 2008). BMA VI L.L.C. Amended and Restated Limited Liability Company Agreement, dated as of July 31, 2008 (incorporated herein by reference to Exhibit 10.30 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 ﬁled with the SEC on November 7, 2008). Fourth Amended and Restated Limited Liability Company Agreement of GSO Associates LLC, dated as of March 3, 2008 (incorporated herein by reference to Exhibit 10.33 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008 ﬁled with the SEC on March 2, 2009). 275 10.32+ 10.33+ 10.34+ 10.35+ 10.36+ 10.37+ 10.38+ 10.39+ 10.40+ 10.41+ 10.42+ Amended and Restated Limited Liability Company Agreement of GSO Overseas Associates LLC, dated as of March 3, 2008 (incorporated herein by reference to Exhibit 10.34 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008 ﬁled with the SEC on March 2, 2009). Third Amended and Restated Limited Liability Company Agreement of GSO Capital Opportuni(cid:2)es Associates LLC, dated as of March 3, 2008 (incorporated herein by reference to Exhibit 10.36 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008 ﬁled with the SEC on March 2, 2009). Third Amended and Restated Limited Liability Company Agreement of GSO Capital Opportuni(cid:2)es Overseas Associates LLC, dated as of March 3, 2008 (incorporated herein by reference to Exhibit 10.37 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008 ﬁled with the SEC on March 2, 2009). Amended and Restated Limited Liability Company Agreement of GSO Liquidity Overseas Associates LLC, dated as of March 3, 2008 (incorporated herein by reference to Exhibit 10.39 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008 ﬁled with the SEC on March 2, 2009). Blackstone / GSO Capital Solu(cid:2)ons Associates LLC Second Amended and Restated Limited Liability Company Agreement, dated as of May 22, 2009 (incorporated herein by reference to Exhibit 10.40 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 ﬁled with the SEC on August 7, 2009). Blackstone / GSO Capital Solu(cid:2)ons Overseas Associates LLC Second Amended and Restated Limited Liability Company Agreement, dated as of July 10, 2009 (incorporated herein by reference to Exhibit 10.41 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 ﬁled with the SEC on August 7, 2009). Blackstone Real Estate Special Situa(cid:2)ons Associates II L.L.C. Amended and Restated Limited Liability Company Agreement, dated as of June 30, 2009 (incorporated herein by reference to Exhibit 10.42 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 ﬁled with the SEC on August 7, 2009). Blackstone Real Estate Special Situa(cid:2)ons Management Associates Europe L.P. Amended and Restated Agreement of Limited Partnership, dated as of June 30, 2009 (incorporated herein by reference to Exhibit 10.43 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 ﬁled with the SEC on August 7, 2009). BRECA L.L.C. Amended and Restated Limited Liability Company Agreement, dated as of May 1, 2009 (incorporated herein by reference to Exhibit 10.44 to the Registrant’s Quarterly Report on 10-Q for the quarter ended June 30, 2009 ﬁled with the SEC on August 7, 2009). GSO Targeted Opportunity Associates LLC Amended and Restated Limited Liability Company Agreement, dated as of December 9, 2009 (incorporated herein by reference to Exhibit 10.48 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 ﬁled with the SEC on May 10, 2010). GSO Targeted Opportunity Overseas Associates LLC Amended and Restated Limited Liability Company Agreement, dated as of December 9, 2009 (incorporated herein by reference to Exhibit 10.49 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 ﬁled with the SEC on May 10, 2010). 276 10.43+ 10.44+ 10.45+ 10.46+ 10.47+ 10.48+ 10.49+ 10.50+ 10.51+ 10.52+ 10.53+ 10.54+ BCVA L.L.C. Amended and Restated Limited Liability Company Agreement, dated as of July 8, 2010 (incorporated herein by reference to Exhibit 10.50 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 ﬁled with the SEC on August 6, 2010). Amended and Restated Agreement of Exempted Limited Partnership of MB Asia REA L.P., dated November 23, 2010 (incorporated herein by reference to Exhibit 10.51 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010 ﬁled with the SEC on February 25, 2011). Amended and Restated Limited Liability Company Agreement of GSO SJ Partners Associates LLC, dated December 7, 2010, by and among GSO Holdings I L.L.C. and certain members of GSO SJ Partners Associates LLC thereto (incorporated herein by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 ﬁled with the SEC on May 6, 2011). Amended and Restated Exempted Limited Partnership Agreement of GSO Capital Opportuni(cid:2)es Associates II LP, dated as of December 31, 2015 (incorporated herein by reference to Exhibit 10.53 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 ﬁled with the SEC on February 26, 2016). Blackstone EMA L.L.C. Amended and Restated Limited Liability Company Agreement, dated as of August 1, 2011 (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 ﬁled with the SEC on November 9, 2011). Blackstone Real Estate Associates VII L.P. Second Amended and Restated Agreement of Limited Partnership, dated as of September 1, 2011 (incorporated herein by reference to Exhibit 10.53.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011 ﬁled with the SEC on February 28, 2012). GSO Energy Partners-A Associates LLC Second Amended and Restated Limited Liability Company Agreement, dated as of February 28, 2012 (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 ﬁled with the SEC on May 7, 2012). BTOA L.L.C. Amended and Restated Limited Liability Company Agreement, dated as of February 15, 2012 (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 ﬁled with the SEC on May 7, 2012). Form of Deferred Holdings Unit Agreement for Senior Managing Directors (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 ﬁled with the SEC on August 7, 2012). Amended and Restated Limited Liability Company Agreement of Blackstone Commercial Real Estate Debt Associates L.L.C., dated as of November 12, 2010 (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 ﬁled with the SEC on August 7, 2012). Limited Liability Company Agreement of Blackstone Innova(cid:2)ons L.L.C., dated November 2, 2012 (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 ﬁled with the SEC on November 2, 2012). Amended and Restated Agreement of Exempted Limited Partnership of Blackstone Innova(cid:2)ons (Cayman) III L.P., dated November 2, 2012 (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 ﬁled with the SEC on November 2, 2012). 277 10.55+ 10.56+ 10.57+ 10.58+ 10.59 10.60+ 10.61+ 10.62+ 10.63+ 10.64+ GSO Foreland Resources Co-Invest Associates LLC Amended and Restated Limited Liability Company Agreement, dated as of August 10, 2012 (incorporated herein by reference to Exhibit 10.60 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012 ﬁled with the SEC on March 1, 2013). GSO Palme(cid:3)o Opportunis(cid:2)c Associates LLC Amended and Restated Limited Liability Company Agreement, dated as of July 31, 2012 (incorporated herein by reference to Exhibit 10.61 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012 ﬁled with the SEC on March 1, 2013). Second Amended and Restated Agreement of Exempted Limited Partnership of Blackstone Real Estate Associates Asia L.P., dated February 26, 2014 (incorporated herein by reference to Exhibit 10.63 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013 ﬁled with the SEC on February 28, 2014). Amended and Restated Agreement of Exempted Limited Partnership of Blackstone Real Estate Associates Europe IV L.P., dated February 26, 2014 (incorporated herein by reference to Exhibit 10.64 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013 ﬁled with the SEC on February 28, 2014). Aircra(cid:7) Dry Lease Agreement between 113CS LLC and Blackstone Administra(cid:2)ve Services Partnership L.P., dated as of January 15, 2015 (incorporated herein by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 ﬁled with the SEC on May 8, 2015). Form of Special Equity Award – Deferred Holdings Unit Agreement under The Blackstone Group L.P. 2007 Equity Incen(cid:2)ve Plan (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 ﬁled with the SEC on August 6, 2015). Amended and Restated Agreement of Limited Partnership of BREP Edens Associates L.P., dated as of December 18, 2013 (incorporated herein by reference to Exhibit 10.76 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 ﬁled with the SEC on February 26, 2016). Amended and Restated Agreement of Exempt Limited Partnership of Blackstone AG Associates L.P., dated as of February 16, 2016 and deemed eﬀec(cid:2)ve as of May 30, 2014 (incorporated herein by reference to Exhibit 10.77 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 ﬁled with the SEC on February 26, 2016). Amended and Restated Agreement of Limited Partnership of BREP OMP Associates L.P., dated as of June 27, 2014 (incorporated herein by reference to Exhibit 10.78 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 ﬁled with the SEC on February 26, 2016). Amended and Restated Agreement of Exempted Limited Partnership of Blackstone OBS Associates L.P., dated as of February 16, 2016 and deemed eﬀec(cid:2)ve July 25, 2014 (incorporated herein by reference to Exhibit 10.79 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 ﬁled with the SEC on February 26, 2016). 278 10.65+ 10.66+ 10.67+ 10.68+ 10.69+ 10.70+ 10.71+ 10.72+ 10.73+ 10.74+ 10.75+ Amended and Restated Limited Liability Company Agreement of Blackstone EMA II L.L.C., dated as of October 21, 2014 (incorporated herein by reference to Exhibit 10.80 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 ﬁled with the SEC on February 26, 2016). Second Amended and Restated Agreement of Limited Partnership of Blackstone Liberty Place Associates L.P., dated as of February 9, 2015 (incorporated herein by reference to Exhibit 10.81 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 ﬁled with the SEC on February 26, 2016). Second Amended and Restated Agreement of Exempted Limited Partnership of BPP Core Asia Associates L.P., dated February 16, 2016 and deemed eﬀec(cid:2)ve March 18, 2015 (incorporated herein by reference to Exhibit 10.82 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 ﬁled with the SEC on February 26, 2016). Second Amended and Restated Agreement of Exempted Limited Partnership of BPP Core Asia Associates-NQ L.P., dated as of February 16, 2016 and deemed eﬀec(cid:2)ve March 18, 2015 (incorporated herein by reference to Exhibit 10.83 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 ﬁled with the SEC on February 26, 2016). Amended and Restated Agreement of Limited Partnership of Blackstone Real Estate Associates VIII L.P., dated as of March 27, 2015 (incorporated herein by reference to Exhibit 10.84 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 ﬁled with the SEC on February 26, 2016). Amended and Restated Limited Liability Company Agreement of BMA VII L.L.C., dated as of May 13, 2015 (incorporated herein by reference to Exhibit 10.85 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 ﬁled with the SEC on February 26, 2016). Amended and Restated Agreement of Exempt Limited Partnership of Blackstone Property Associates Interna(cid:2)onal L.P., dated as of February 16, 2016 and deemed eﬀec(cid:2)ve as of July 15, 2015 (incorporated herein by reference to Exhibit 10.86 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 ﬁled with the SEC on February 26, 2016). Amended and Restated Agreement of Exempt Limited Partnership of Blackstone Property Associates Interna(cid:2)onal-NQ L.P., dated as of February 16, 2016 and deemed eﬀec(cid:2)ve July 28, 2015 (incorporated herein by reference to Exhibit 10.87 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 ﬁled with the SEC on February 26, 2016). BTOA II L.L.C. Amended and Restated Limited Liability Company Agreement, dated as of December 19, 2014 (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 ﬁled with the SEC on August 4, 2016). Special Equity Award – Deferred Holdings Unit Agreement under The Blackstone Group L.P. 2007 Equity Incen(cid:2)ve Plan (Chief Financial Oﬃcer) (Chief Financial Oﬃcer) (incorporated herein by reference to Exhibit 10.82 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016 ﬁled with the SEC on February 24, 2017). Form of Deferred Holdings Unit Agreement under The Blackstone Group L.P. 2007 Equity Incen(cid:2)ve Plan (2013 and 2014 awards) (incorporated herein by reference to Exhibit 10.83 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016 ﬁled with the SEC on February 24, 2017). 279 10.76+ 10.77+ 10.78+ 10.79+ 10.80 10.81 10.82 10.83 10.84+ 10.85+ Amended and Restated Agreement of Exempted Limited Partnership of Blackstone Real Estate Associates Europe V L.P., dated May 8, 2017 and deemed eﬀec(cid:2)ve March 1, 2016 (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 ﬁled with the SEC on May 9, 2017). Amended and Restated Limited Liability Company Agreement of Blackstone CEMA L.L.C., dated February 9, 2016 (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 ﬁled with the SEC on August 8, 2017). Amended and Restated Agreement of Limited Partnership of Blackstone Real Estate Debt Strategies Associates II L.P., dated February 15, 2018 and deemed eﬀec(cid:2)ve as of April 17, 2013 (incorporated herein by reference to Exhibit 10.86 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2017 ﬁled with the SEC on March 1, 2018). Amended and Restated Agreement of Limited Partnership of Blackstone Real Estate Debt Strategies Associates III L.P., dated February 15, 2018 and deemed eﬀec(cid:2)ve as of July 25, 2016 (incorporated herein by reference to Exhibit 10.87 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2017 ﬁled with the SEC on March 1, 2018). Form of Aircra(cid:7) Dry Lease Agreement between GH4 Partners LLC and Blackstone Administra(cid:2)ve Services Partnership L.P. (incorporated herein by reference to Exhibit 10.82 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 ﬁled with the SEC on February 28, 2020). Form of Aircra(cid:7) Dry Lease Agreement (N345XB) between Hilltop Asset Holdings LLC and Blackstone Administra(cid:2)ve Services Partnership L.P. (incorporated herein by reference to Exhibit 10.83 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 ﬁled with the SEC on February 28, 2020). Form of Aircra(cid:7) Dry Lease Agreement (N776BT) between Hilltop Asset Holdings LLC and Blackstone Administra(cid:2)ve Services Partnership L.P. (incorporated herein by reference to Exhibit 10.84 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 ﬁled with the SEC on February 28, 2020). Amended and Restated Credit Agreement dated as of March 23, 2010, as amended and restated as of May 29, 2014, as further amended and restated as of August 31, 2016, as further amended and restated as of September 21, 2018, and as further amended and restated as of November 24, 2020, among Blackstone Holdings Finance Co. L.L.C., as borrower, Blackstone Holdings AI L.P., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P. and Blackstone Holdings IV L.P., as guarantors, Ci(cid:2)bank, N.A., as administra(cid:2)ve agent and the lenders party thereto (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K ﬁled with the SEC on November 25, 2020). Amended and Restated Limited Partnership Agreement of BTOA III L.P., dated as of February 27, 2019 and deemed eﬀec(cid:2)ve as of May 24, 2018 (incorporated herein by reference to Exhibit 10.92 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018 ﬁled with the SEC on March 1, 2019). Amended and Restated Deferred Holdings Unit Agreement under The Blackstone Group L.P. 2007 Equity Incen(cid:2)ve plan between The Blackstone Group L.P. and the Par(cid:2)cipant named therein (incorporated herein by reference to Exhibit 10.93 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018 ﬁled with the SEC on March 1, 2019). 280 10.86+ 10.87+ 10.88+ 10.89+ 10.90+ 10.91+ 10.92+ 10.93+ 10.94+ 10.95+ 10.96+ Form of Deferred Holdings Unit Agreement under The Blackstone Group L.P. 2007 Equity Incen(cid:2)ve Plan (incorporated herein by reference to Exhibit 10.94 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018 ﬁled with the SEC on March 1, 2019). Amended and Restated Limited Partnership Agreement of Blackstone Management Associates Asia L.P., dated as of August 6, 2019, and deemed eﬀec(cid:2)ve as of November 9, 2017 (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 ﬁled with the SEC on August 8, 2019). Second Amended and Restated Limited Partnership Agreement of BREIT Special Limited Partner L.P., dated as of February 12, 2020 and deemed eﬀec(cid:2)ve as of January 1, 2018 (incorporated herein by reference to Exhibit 10.90 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 ﬁled with the SEC on February 28, 2020). Amended and Restated Exempted Limited Partnership Agreement of Blackstone Real Estate Associates Asia II L.P., dated August 6, 2019 and deemed eﬀec(cid:2)ve September 21, 2017 (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 ﬁled with the SEC on August 8, 2019). Amended and Restated Limited Partnership Agreement of Blackstone Total Alterna(cid:2)ves Solu(cid:2)on Associates L.P., dated as of August 6, 2019 and deemed eﬀec(cid:2)ve as of August 24, 2014 (incorporated herein by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 ﬁled with the SEC on August 8, 2019). Amended and Restated Limited Partnership Agreement of Blackstone Total Alterna(cid:2)ves Solu(cid:2)on Associates 2015 I L.P., dated as of August 6, 2019 and deemed eﬀec(cid:2)ve as of February 24, 2015 (incorporated herein by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 ﬁled with the SEC on August 8, 2019). Amended and Restated Limited Partnership Agreement of Blackstone Total Alterna(cid:2)ves Solu(cid:2)on Associates 2016 L.P., dated as of August 6, 2019 and deemed eﬀec(cid:2)ve as of December 9, 2016 (incorporated herein by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 ﬁled with the SEC on August 8, 2019). Amended and Restated Limited Partnership Agreement of Blackstone Total Alterna(cid:2)ves Solu(cid:2)on Associates IV L.P., dated as of August 6, 2019 and deemed eﬀec(cid:2)ve as of December 22, 2017 (incorporated herein by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 ﬁled with the SEC on August 8, 2019). Amended and Restated Limited Partnership Agreement of Blackstone Total Alterna(cid:2)ves Solu(cid:2)on Associates V L.P., dated as of August 6, 2019 and deemed eﬀec(cid:2)ve as of October 31, 2018 (incorporated herein by reference to Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 ﬁled with the SEC on August 8, 2019). Third Amended and Restated Limited Liability Company Agreement of BTOSIA L.L.C., dated as of August 6, 2019 and deemed eﬀec(cid:2)ve as of May 12, 2016 (incorporated herein by reference to Exhibit 10.9 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 ﬁled with the SEC on August 8, 2019). Amended and Restated Exempted Limited Partnership Agreement of Blackstone UK Mortgage Opportuni(cid:2)es Management Associates (Cayman) L.P., dated August 6, 2019 and deemed eﬀec(cid:2)ve December 4, 2015 (incorporated herein by reference to Exhibit 10.10 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 ﬁled with the SEC on August 8, 2019). 281 10.97+ 10.98+ 10.99+ 10.100+ 10.101+ 10.102+ 10.103+ 10.104+ 10.105+ 10.106+ Amended and Restated Limited Partnership Agreement of Blackstone EMA III GP L.P., dated as of November 6, 2019 and deemed eﬀec(cid:2)ve as of August 17, 2018 (incorporated herein by reference to Exhibit 10.12 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 ﬁled with the SEC on November 8, 2019). Amended and Restated Limited Partnership Agreement of BMA VIII GP L.P., dated as of November 6, 2019 and deemed eﬀec(cid:2)ve as of March 29, 2019 (incorporated herein by reference to Exhibit 10.13 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 ﬁled with the SEC on November 8, 2019). Form of Deferred Holdings Unit Agreement under The Blackstone Group Inc. Amended and Restated 2007 Equity Incen(cid:2)ve Plan (2019) (incorporated herein by reference to Exhibit 10.101 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 ﬁled with the SEC on February 28, 2020). Form of Deferred Holdings Unit Agreement under The Blackstone Group Inc. Amended and Restated 2007 Equity Incen(cid:2)ve Plan (Termina(cid:2)on Ves(cid:2)ng 2019) (incorporated herein by reference to Exhibit 10.102 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 ﬁled with the SEC on February 28, 2020). Form of Deferred Unit Agreement under The Blackstone Group Inc. Amended and Restated 2007 Equity Incen(cid:2)ve Plan (2020) (incorporated herein by reference to Exhibit 10.103 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 ﬁled with the SEC on February 28, 2020). Form of Deferred Unit Agreement under The Blackstone Group Inc. Amended and Restated 2007 Equity Incen(cid:2)ve Plan (Termina(cid:2)on Ves(cid:2)ng 2020) (incorporated herein by reference to Exhibit 10.104 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 ﬁled with the SEC on February 28, 2020). Amended and Restated Limited Partnership Agreement of BREA Europe VI (Cayman) L.P., dated as of February 26, 2020 and deemed eﬀec(cid:2)ve as of May 8, 2019 (incorporated herein by reference to Exhibit 10.105 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 ﬁled with the SEC on February 28, 2020). Amended and Restated Limited Partnership Agreement of BREA IX (Delaware) L.P., dated as of February 26, 2020 and deemed eﬀec(cid:2)ve as of December 21, 2018 (incorporated herein by reference to Exhibit 10.106 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 ﬁled with the SEC on February 28, 2020). Amended and Restated Agreement of Limited Partnership, of Strategic Partners Fund Solu(cid:2)ons Associates – NC Real Asset Opportuni(cid:2)es, L.P., dated as of September 30, 2014 (incorporated herein by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 ﬁled with the SEC on November 6, 2020). Amended and Restated Limited Partnership Agreement of Strategic Partners Fund Solu(cid:2)ons Associates Real Estate VI L.P., dated as of April 8, 2015 (incorporated herein by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 ﬁled with the SEC on November 6, 2020). 282 10.107+ 10.108+ 10.109+ 10.110+ 10.111+ 10.112+ 10.113+ 10.114+ 10.115+ 10.116+ Amended and Restated Limited Partnership Agreement of Strategic Partners Fund Solu(cid:2)ons Associates Real Estate VII L.P., dated November 4, 2020, and eﬀec(cid:2)ve as of December 13, 2018 (incorporated herein by reference to Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 ﬁled with the SEC on November 6, 2020). Amended and Restated Limited Partnership Agreement of Strategic Partners Fund Solu(cid:2)ons Associates Infrastructure III L.P., dated November 4, 2020, and eﬀec(cid:2)ve as of December 24, 2019 (incorporated herein by reference to Exhibit 10.9 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 ﬁled with the SEC on November 6, 2020). Amended and Restated Agreement of Limited Partnership of Strategic Partners Fund Solu(cid:2)ons Associates RA II L.P., dated November 4, 2020, and eﬀec(cid:2)ve as of April 3, 2017 (incorporated herein by reference to Exhibit 10.10 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 ﬁled with the SEC on November 6, 2020). Amended and Restated Limited Partnership Agreement of Strategic Partners Fund Solu(cid:2)ons Associates VI L.P., dated as of December 19, 2013 (incorporated herein by reference to Exhibit 10.11 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 ﬁled with the SEC on November 6, 2020). Amended and Restated Limited Partnership Agreement of Strategic Partners Fund Solu(cid:2)ons Associates VII L.P., dated as of February 12, 2016 (incorporated herein by reference to Exhibit 10.12 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 ﬁled with the SEC on November 6, 2020). Amended and Restated Limited Partnership Agreement of Strategic Partners Fund Solu(cid:2)ons Associates VIII L.P., dated November 4, 2020, and eﬀec(cid:2)ve as of December 21, 2018 (incorporated herein by reference to Exhibit 10.13 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 ﬁled with the SEC on November 6, 2020). Amended and Restated Limited Partnership Agreement of Strategic Partners Fund Solu(cid:2)ons Associates DE L.P., dated November 4, 2020, and eﬀec(cid:2)ve as of February 26, 2018 (incorporated herein by reference to Exhibit 10.14 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 ﬁled with the SEC on November 6, 2020). Amended and Restated Limited Partnership Agreement of Blackstone CEMA II GP L.P., dated as of November 4, 2020 (incorporated herein by reference to Exhibit 10.15 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 ﬁled with the SEC on November 6, 2020). Amended and Restated Limited Partnership Agreement of BREDS IV L.P., dated as of November 4, 2020, and eﬀec(cid:2)ve as of April 3, 2020 (incorporated herein by reference to Exhibit 10.16 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 ﬁled with the SEC on November 6, 2020). Amended and Restated Limited Partnership Agreement of BXLS V GP L.P., dated as of November 4, 2020, and eﬀec(cid:2)ve as of December 31, 2019 (incorporated herein by reference to Exhibit 10.17 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 ﬁled with the SEC on November 6, 2020). 283 21.1* Subsidiaries of the Registrant. 23.1* Consent of Deloi(cid:3)e & Touche LLP. 31.1* Cer(cid:2)ﬁca(cid:2)on of the Chief Execu(cid:2)ve Oﬃcer pursuant to Rule 13a-14(a). 31.2* Cer(cid:2)ﬁca(cid:2)on of the Chief Financial Oﬃcer pursuant to Rule 13a-14(a). 32.1* 32.2* Cer(cid:2)ﬁca(cid:2)on of the Chief Execu(cid:2)ve Oﬃcer pursuant to 18 U.S.C. Sec(cid:2)on 1350, as adopted pursuant to Sec(cid:2)on 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). Cer(cid:2)ﬁca(cid:2)on of the Chief Financial Oﬃcer pursuant to 18 U.S.C. Sec(cid:2)on 1350, as adopted pursuant to Sec(cid:2)on 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). 101.INS* Inline XBRL Instance Document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calcula(cid:2)on Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Deﬁni(cid:2)on Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presenta(cid:2)on Linkbase Document. 104 Cover Page Interac(cid:2)ve Data File (forma(cid:3)ed as Inline XBRL and contained in Exhibit 101). Filed herewith. * + Management contract or compensatory plan or arrangement in which directors or execu(cid:2)ve oﬃcers are eligible to par(cid:2)cipate. The agreements and other documents ﬁled as exhibits to this report are not intended to provide factual informa(cid:2)on 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 par(cid:2)cular, any representa(cid:2)ons and warran(cid:2)es 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 (cid:2)me. Item 16. Form 10-K Summary None. 284 Pursuant to the requirements of Sec(cid:2)on 13 or 15(d) of the Securi(cid:2)es Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: February 25, 2022 Signatures Blackstone Inc. Name: Title: /s/ Michael S. Chae Michael S. Chae Chief Financial Oﬃcer (Principal Financial Oﬃcer and Authorized Signatory) Pursuant to the requirements of the Securi(cid:2)es Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capaci(cid:2)es indicated on this 25th day of February, 2022. /s/ Stephen A. Schwarzman Stephen A. Schwarzman, Chief Execu(cid:2)ve Oﬃcer and Chairman of the Board of Directors (Principal Execu(cid:2)ve Oﬃcer) /s/ Reginald J. Brown Reginald J. Brown, Director /s/ Jonathan D. Gray Jonathan D. Gray, President, Chief Opera(cid:2)ng Oﬃcer and Director /s/ Sir John Antony Hood Sir John Antony Hood, Director /s/ Michael S. Chae Michael S. Chae, Chief Financial Oﬃcer (Principal Financial Oﬃcer) /s/ David Payne David Payne, Chief Accoun(cid:2)ng Oﬃcer (Principal Accoun(cid:2)ng Oﬃcer) /s/ Joseph P. Bara(cid:3)a Joseph P. Bara(cid:3)a, Director /s/ Kelly A. Ayo(cid:3)e Kelly A. Ayo(cid:3)e, Director /s/ James W. Breyer James W. Breyer, Director /s/ Rochelle B. Lazarus Rochelle B. Lazarus, Director /s/ Jay O. Light Jay O. Light, Director /s/ Brian Mulroney Brian Mulroney, Director /s/ William G. Parre(cid:3) William G. Parre(cid:3), Director /s/ Ruth Porat Ruth Porat, Director 285 Exhibit 4.1 DESCRIPTION OF CAPITAL STOCK General The following description summarizes important terms of our capital stock. This summary does not purport to be complete and is qualified in its entirety by the provisions of our amended and restated certificate of incorporation (our “certificate of incorporation”) and our amended and restated bylaws (our “bylaws”), copies of which have been filed by us with the Securities and Exchange Commission. For a complete description of our capital stock, you should refer to our certificate of incorporation, our bylaws and applicable provisions of Delaware law. As used in this section, “we,” “us,” “our,” and “Blackstone” mean Blackstone Inc., a Delaware corporation, and its successors, but not any of its subsidiaries. Our authorized capital stock consists of 100,000,000,000 shares, all with a par value of $0.00001 per share, of which: • • 90,000,000,000 are designated as common stock; and 10,000,000,000 are designated as preferred stock, of which (x) 999,999,000 are designated as Series I preferred stock, (y) 1,000 are designated as Series II preferred stock and (z) the remaining 9,000,000,000 may be designated from time to time in accordance with our certificate of incorporation. Capital Stock Our capital stock consists of common stock, Series I preferred stock and Series II preferred stock. Economic Rights Dividends. Subject to preferences that apply to any shares of additional series of preferred stock outstanding at the time, the holders of our common stock are entitled to receive dividends out of funds legally available therefor if our board of directors, in its discretion, determines to declare and pay dividends and then only at the times and in the amounts that our board of directors may determine. Our certificate of incorporation provides that dividends shall not be declared or paid on our Series I preferred stock or our Series II preferred stock. Liquidation. If we become subject to an event giving rise to our dissolution, liquidation or winding up, the assets legally available for distribution to our stockholders would be distributable ratably among the holders of our common stock and any participating preferred stock outstanding at that time ranking on a parity with our common stock with respect to such distribution, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights of and the payment of liquidation preferences, if any, on any outstanding shares of additional series of preferred stock. Our certificate of incorporation provides that upon our dissolution, liquidation or winding up, the holders of our Series I preferred stock and our Series II preferred stock are each entitled to receive, out of our assets available for distribution, distributions equal to $0.0001 per share of Series I preferred stock and Series II preferred stock, respectively. Voting Rights Pursuant to Delaware law, holders of our common stock are entitled to vote with respect to: • • • • • A conversion of the legal entity form of Blackstone; A transfer, domestication or continuance of Blackstone to a foreign jurisdiction; Any amendment of our certificate of incorporation to change the par value of our common stock or the powers, preferences or special rights of our common stock in a way that would affect our common stock adversely; Any amendment of our certificate of incorporation that requires for action the vote of a greater number or portion of the holders of common stock than is required by any section of Delaware law; and Any amendment of our certificate of incorporation to elect to become a close corporation under Delaware law. In addition, our certificate of incorporation provides that holders of our common stock and our Series I preferred stock, voting together as a single class, have the right to vote on the following matters: • • • • • • A sale, exchange or other disposition of all or substantially all of our and our subsidiaries’ assets, taken as a whole, in a single transaction or series of related transactions (except (i) for the sole purpose of changing our legal form into another limited liability entity and where the governing instruments of the new entity provide our stockholders with substantially the same rights and obligations and (ii) mortgages, pledges, hypothecations or grants of a security interest by us in all or substantially all of our assets (including for the benefit of affiliates of the holder of the Series II preferred stock (the “Series II Preferred Stockholder”)) and any forced sale of any or all of our or our subsidiaries’ assets pursuant to the foreclosure of, or other realization upon, any such encumbrance); A merger, consolidation or other combination (except for the sole purpose of changing our legal form into another limited liability entity and where the governing instruments of the new entity provide our stockholders with substantially the same rights and obligations); The removal of the Series II Preferred Stockholder and forced transfer by the Series II Preferred Stockholder of its shares of Series II preferred stock and the designation of a successor Series II Preferred Stockholder. See “—Removal of Series II Preferred Stockholder” below; and Any amendment of our certificate of incorporation or bylaws enlarging the obligations of the common stockholders; Any amendment of our certificate of incorporation requiring the vote of the holders of a percentage of the voting power of the outstanding common stock and Series I preferred stock, voting together as a single class, to take any action in a manner that would have the effect of reducing such voting percentage; and Any amendments of our certificate of incorporation that are not included in the specified set of amendments that the Series II Preferred Stockholder has the sole right to vote on. In addition, our certificate of incorporation provides that holders of our Series I preferred stock will be entitled to vote separately as a class on certain matters, including any amendment to our certificate of incorporation that changes certain terms of the Series I preferred stock or is inconsistent with such terms. Delaware law would also permit the holders of our Series I preferred stock to vote separately as a class on any amendment to our certificate of incorporation that changes the par value of the shares of Series I preferred stock or alters or changes the powers, preferences or special rights of the Series I preferred stock in a way that would affect them adversely. Our certificate of incorporation provides that the number of authorized shares of any class of stock, including our common stock, may be increased or decreased (but not below the number of shares of such class then outstanding) solely with the approval of the Series II Preferred Stockholder. As a result, the Series II Preferred Stockholder can approve an increase or decrease in the number of authorized shares of any class of our stock without a separate vote of the holders of such class of stock. This could allow us to increase and issue additional shares of any class of our stock beyond what is currently authorized in our certificate of incorporation without the consent of such holders of stock. Blackstone Group Management L.L.C., an entity owned by senior managing directors of Blackstone and controlled by Mr. Schwarzman, is the initial holder of the Series II preferred stock. Except as described below under “Anti-Takeover Provisions—Loss of voting rights,” each record holder of common stock will be entitled to a number of votes equal to the number of shares of common stock held with respect to any matter on which the holders of common stock are entitled to vote. In addition, holders of our Series I preferred stock, as such, will collectively be entitled to a number of votes equal to the aggregate number of Blackstone Holdings Partnership Units (as defined below) held by the limited partners of the Blackstone Holdings Partnerships (as defined below) on the relevant record date and will vote together with holders of our common stock as a single class. Blackstone Partners L.L.C., an entity owned by senior managing directors of Blackstone and controlled by Mr. Schwarzman, is the initial holder of the Series I preferred stock. If Blackstone Partners L.L.C. directs us to do so, we will issue one share of Series I preferred stock to each of the limited partners of the Blackstone Holdings Partnerships, whereupon each holder of Series I preferred stock will be entitled to a number of votes that is equal to the number of Blackstone Holdings Partnership Units held by such holder of Series I preferred stock on the relevant record date. If the holders of common stock become entitled to a number of votes other than one vote per share or the ratio at which Blackstone Holdings Partnership Units are exchangeable for our common stock changes from a one-for-one basis, the number of votes to which the holders of the Series I preferred stock are entitled will be adjusted accordingly. No Preemptive or Similar Rights The holders of our common stock, Series I preferred stock and Series II preferred stock are not entitled to preemptive rights, and, except in the case of impermissible transfers of Series II preferred stock, which would result in the cancellation of such Series II preferred stock, are not subject to conversion, redemption or sinking fund provisions. Transferability Without the approval of any other stockholder, the Series II Preferred Stockholder may transfer all or any part of the Series II preferred stock held by it with the prior written approval of our board of directors so long as the transferee agrees to assume the rights and duties of the Series II Preferred Stockholder under our certificate of incorporation, agrees to be bound by the provisions of our certificate of incorporation and we receive an opinion of counsel regarding certain limited liability matters. The foregoing limitations do not preclude the members or other interest holders of the Series II Preferred Stockholder from selling or transferring all or part of their outstanding equity or other interests in the Series II Preferred Stockholder at any time. Removal of Series II Preferred Stockholder The Series II Preferred Stockholder may, upon (i) the approval of the stockholders holding at least two-thirds of the voting power of our outstanding shares of common stock and Series I preferred stock, voting together as a single class, and (ii) our receipt of an opinion of counsel regarding certain limited liability and tax matters, be required to transfer its shares of Series II preferred stock to a successor holder of Series II preferred stock designated by the stockholders holding a majority of the voting power of such classes, voting together as a single class (such designated successor, a “Successor Series II Preferred Stockholder”) (the “Series II Preferred Stockholder Removal”). In the event of a Series II Preferred Stockholder Removal under circumstances where cause (as such term is defined in the certificate of incorporation) exists, the Successor Series II Preferred Stockholder will have the option to purchase the Series II Preferred Stockholder’s shares of Series II preferred stock and the Series II Preferred Stockholder’s general partner interest (or equivalent interest), if any, in our subsidiaries (collectively, the “Combined Interest”) for a cash payment equal to the fair market value of such Combined Interest. In the event of a Series II Preferred Stockholder Removal under all other circumstances, the Series II Preferred Stockholder will have the option to require the Successor Series II Preferred Stockholder to purchase its Combined Interest for a cash payment equal to the fair market value of such Combined Interest. In each case, this fair market value will be determined by agreement between the Series II Preferred Stockholder and the Successor Series II Preferred Stockholder. If no agreement is reached within 30 days after the Series II Preferred Stockholder Removal, an independent investment banking firm or other independent expert selected by the Series II Preferred Stockholder and the Successor Series II Preferred Stockholder will determine the fair market value. If the Series II Preferred Stockholder and the Successor Series II Preferred Stockholder cannot agree upon an expert within 45 days of the Series II Preferred Stockholder Removal, then an independent investment banking firm or other independent expert mutually chosen by the investment banking firms or experts designated by each of them will determine the fair market value. If the option described above is not exercised by either the Series II Preferred Stockholder or the Successor Series II Preferred Stockholder, we will issue to the Series II Preferred Stockholder (or its transferee) shares of common stock having a value equal to the Combined Interest determined pursuant to a valuation of such Combined Interest as determined by an investment banking firm or other independent expert selected in the manner described in the preceding paragraph, without reduction in such shares of Series II preferred stock (but subject to proportionate dilution by reason of the Successor Series II Preferred Stockholder). In addition, we are required to reimburse the Series II Preferred Stockholder for all amounts due to the Series II Preferred Stockholder, including all employee-related liabilities, including severance liabilities, incurred for the termination of any employees employed by the Series II Preferred Stockholder or its affiliates for our benefit. Exchange The limited partner interests (the “Blackstone Holdings Partnership Units”) in 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, the “Blackstone Holdings Partnerships”) are exchangeable for our common stock on a one-for-one basis, subject to customary adjustments for splits, unit distributions and reclassifications and compliance with applicable lock-up, vesting and transfer restrictions. When Blackstone Holdings Partnership Units are exchanged for shares of common stock, the number of votes to which the shares of our Series I preferred stock are entitled shall automatically be reduced by the number of Blackstone Holdings Partnership Units so exchanged. Limited Call Right If at any time less than 10% of the then issued and outstanding shares of any class (other than Series I preferred stock and Series II preferred stock) is held by persons other than the Series II Preferred Stockholder and its affiliates, we will have the right, which we may assign in whole or in part to the Series II Preferred Stockholder or any of its affiliates, to acquire all, but not less than all, of the remaining shares of the class held by unaffiliated persons as of a record date to be selected by us, on at least ten but not more than 60 days notice. The purchase price in the event of this purchase is the greater of: (1) (2) the current market price as of the date three days before the date the notice is mailed, and the highest cash price paid by us or any of our affiliates for any share of the class purchased within the 90 days preceding the date on which we first mail notice of our election to purchase those shares. As a result of our right to purchase outstanding shares of stock, including common stock, as described in the foregoing paragraph, a stockholder may have their shares purchased at an undesirable time or price. Additional Series of Preferred Stock Our board of directors is authorized, subject to limitations prescribed by Delaware law, to issue preferred stock in one or more series, to establish from time to time the number of shares to be included in each series, and to fix the designation, powers (including voting powers), preferences and rights of the shares of each series and any of its qualifications, limitations or restrictions, in each case without further vote or action by our stockholders (except as may be required by the terms of any preferred stock then outstanding). Our board of directors can also increase (but not above the total number of shares of preferred stock then authorized and available for issuance and not committed for other issuance) or decrease (but not below the number of shares of that series then outstanding) the number of shares of any series of preferred stock without any further vote or action by our stockholders. Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the proportion of voting power held by, or other relative rights of, the holders of our common stock. The issuance of additional series of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in our control of our company and might adversely affect the market price of the common stock or the proportion of voting power held by, or other relative rights of, the holders of the common stock. Conflicts of Interest Delaware law permits corporations to adopt provisions renouncing any interest or expectancy in certain opportunities that are presented to the corporation or its officers, directors or stockholders. Our certificate of incorporation, to the maximum extent permitted from time to time by Delaware law, renounces any interest or expectancy that we have in any business ventures of (a) the Series II Preferred Stockholder, (b) our former general partner, (c) any person who is or was a controlling affiliate of the Series II Preferred Stockholder or our former general partner, (d) any person who is or was a director or officer of Blackstone, the Series II Preferred Stockholder or our former general partner, (e) any person in clause (d) who is or was serving at the request of Blackstone, the Series II Preferred Stockholder or our former general partner as an officer, director, employee, member, partner, agent, fiduciary or trustee of another person (subject to certain limitations) and (f) certain other persons designated by the Corporation (collectively, the “Indemnitees”), except with respect to any corporate opportunity expressly offered to any Indemnitee solely through their service to us or our subsidiaries. Our certificate of incorporation provides that each Indemnitee has the right to engage in businesses of every type and description, including business interests and activities in direct competition with our business and activities. Our certificate of incorporation also waives and renounces any interest or expectancy that we may have in, or right to be offered an opportunity to participate in, business opportunities that are from time to time presented to the Indemnitees. Notwithstanding the foregoing, pursuant to our certificate of incorporation, the Series II Preferred Stockholder, for so long as it owns Series II preferred stock, has agreed that its sole business will be to act as the Series II Preferred Stockholder and as a general partner or managing member of any partnership or limited liability company that we may hold an interest in and that it will not engage in any business or activity or incur any debts or liabilities except (x) in connection therewith or incidental thereto or (y) in connection with or incidental to the acquisition, owning or disposing of debt or equity securities of us or any of our subsidiaries. Anti-Takeover Provisions Our certificate of incorporation and bylaws and the Delaware General Corporation Law (the “DGCL”) contain provisions, which are summarized in the following paragraphs, that are intended to enhance the likelihood of continuity and stability in the composition of our board of directors and to discourage certain types of transactions that may involve an actual or threatened acquisition of our company. These provisions are intended to avoid costly takeover battles, reduce our vulnerability to a hostile change in control or other unsolicited acquisition proposal, and enhance the ability of our board of directors to maximize stockholder value in connection with any unsolicited offer to acquire us. However, these provisions may have the effect of delaying, deterring or preventing a merger or acquisition of our company by means of a tender offer, a proxy contest or other takeover attempt that a stockholder might consider in its best interest, including attempts that might result in a premium over the prevailing market price for the shares of common stock held by stockholders. Common stock. Our certificate of incorporation provides that generally, with respect to any matter on which the common stock is entitled to vote, such vote shall require a majority in voting power or more of all the outstanding common stock and Series I preferred stock, voting together as a single class. With respect to any matter as to which common stock may be entitled to vote, depending on the number of shares of outstanding shares of common stock and Series I preferred stock actually voted, our senior managing directors, as the owners of Blackstone Partners L.L.C., the initial holder of Series I preferred stock, and the persons to whom the shares of Series I preferred stock will be issued at the direction of Blackstone Partners L.L.C., should generally have sufficient voting power to significantly influence matters subject to the vote. Given the nature of the voting rights of our common stock, which is the class of our capital stock listed on the New York Stock Exchange (the “NYSE”), we believe based on discussions with the NYSE that the stockholder approval requirements of the NYSE do not apply. Election of directors. Subject to the rights granted to one or more additional series of preferred stock then outstanding, the Series II Preferred Stockholder has the sole authority to elect directors. Removal of directors. Subject to the rights granted to one or more additional series of preferred stock then outstanding, the Series II Preferred Stockholder has the sole authority to remove and replace any director, with or without cause, at any time. Vacancies. In addition, our bylaws also provide that, subject to the rights granted to one or more additional series of preferred stock then outstanding, any newly created directorship on the board of directors that results from an increase in the number of directors and any vacancies on our board of directors will be filled only by the Series II Preferred Stockholder. Loss of voting rights. If at any time any person or group (other than the Series II Preferred Stockholder and its affiliates, a direct or indirect transferee of the Series II Preferred Stockholder or its affiliates (provided that, with respect to any indirect transferee, our board of directors shall have provided such transferee with written notification that this limitation shall not apply) or a person or group that has acquired such stock with the prior approval of our board of directors) acquires, in the aggregate, beneficial ownership of 20% or more of the common stock then outstanding, that person or group will lose voting rights on all of its shares of common stock and such shares of common stock may not be voted on any matter as to which the holders of such shares of common stock may be entitled to vote and will not be considered to be outstanding when sending notices of a meeting of stockholders, calculating required votes, determining the presence of a quorum or for other similar purposes, in each case, as applicable and to the extent the holders of such shares of common stock are entitled to any vote. Requirements for advance notification of stockholder proposals. Stockholders are only permitted to make stockholder proposals with respect to the limited matters on which they are entitled to vote. Further, our bylaws establish advance notice procedures with respect to stockholder proposals relating to the limited matters on which the holders of our common stock may be entitled to vote. Generally, to be timely, a stockholder’s notice must be received at our principal executive offices not less than 90 days or more than 120 days prior to the first anniversary date of the immediately preceding annual meeting of stockholders. Our bylaws also specify requirements as to the form and content of a stockholder’s notice. Our bylaws allow the chairman of the meeting at a meeting of the stockholders to adopt rules and regulations for the conduct of meetings, which may have the effect of precluding the conduct of certain business at a meeting if the rules and regulations are not followed. These provisions may deter, delay or discourage a potential acquirer from attempting to influence or obtain control of our company. Special stockholder meetings. Our certificate of incorporation provides that special meetings of our stockholders may be called at any time only by or at the direction of our board of directors, the Series II Preferred Stockholder or, if at any time any stockholders other than the Series II Preferred Stockholder are entitled under applicable law or our certificate of incorporation to vote on specific matters proposed to be brought before a special meeting, stockholders owning 50% or more of the voting power of the outstanding stock of the class or classes of stock which are entitled to vote at such meeting. Common stock and Series I preferred stock are considered the same class for this purpose. Stockholder action by written consent. Pursuant to Section 228 of the DGCL, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of our stock entitled to vote thereon were present and voted, unless the certificate of incorporation provides otherwise or it conflicts with the rules of the NYSE. Our certificate of incorporation permits the Series II Preferred Stockholder to act by written consent. Under our certificate of incorporation, stockholders (other than the Series II Preferred Stockholder) may only act by written consent if consented to by the Series II Preferred Stockholder. Amendments to our certificate of incorporation requiring only Series II Preferred Stockholder approval. Except as otherwise expressly provided by applicable law, only the vote of the Series II Preferred Stockholder, together with the approval of our board of directors, shall be required in order to amend certain provisions of our certificate of incorporation and none of our other stockholders shall have the right to vote with respect to any such amendments, which include, without limitation: (1) (2) (3) (4) (5) a change in our name, our registered agent or our registered office; an amendment that our board of directors has determined to be necessary or appropriate to address changes in U.S. federal income tax regulations, legislation or interpretation; an amendment that is necessary, in the opinion of our counsel, to prevent us or our directors, officers, trustees or agents from having a material risk of being in any manner subjected to the provisions of the U.S. Investment Company Act of 1940, as amended, the U.S. Investment Advisers Act of 1940, as amended, or “plan asset” regulations adopted under the U.S. Employee Retirement Income Security Act of 1974, as amended, whether or not substantially similar to plan asset regulations currently applied or proposed by the U.S. Department of Labor; an amendment that is a change in our fiscal year or taxable year or that our board of directors has determined is necessary or appropriate as a result of such change; an amendment that our board of directors has determined to be necessary or appropriate for the creation, authorization or issuance of any class or series of our capital stock or options, rights, warrants or appreciation rights relating to our capital stock; (6) (7) (8) (9) (10) any amendment expressly permitted in our certificate of incorporation to be voted on solely by the Series II Preferred Stockholder acting alone; an amendment effected, necessitated or contemplated by an agreement of merger, consolidation or other business combination agreement that has been approved under the terms of our certificate of incorporation; an amendment effected, necessitated or contemplated by an amendment to the partnership agreement of a Blackstone Holdings Partnership that requires unitholders of the Blackstone Holdings Partnership to provide a statement, certification or other proof of evidence regarding whether such unitholder is subject to U.S. federal income taxation on the income generated by the Blackstone Holdings Partnership; any amendment that our board of directors has determined is necessary or appropriate to reflect and account for our formation of, or our investment in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct of the activities permitted by our certificate of incorporation; any amendment that reflects a merger into, or conveyance of all of our assets to, another limited liability entity that is newly formed and has no assets, liabilities or operations at the time of the merger or conveyance other than those it receives by way of the merger or conveyance consummated solely to effect a mere change in our legal form, the governing instruments of which provide the stockholders with substantially the same rights and obligations as provided by our certificate of incorporation; or (11) any other amendments substantially similar to any of the matters described in (1) through (10) above or the immediately following paragraph. In addition, except as otherwise provided by applicable law, the Series II Preferred Stockholder, together with the approval of our board of directors, can amend our certificate of incorporation without the approval of any other stockholder to adopt any amendments that our board of directors has determined: (1) (2) (3) (4) do not adversely affect the stockholders (other than the Series II Preferred Stockholder) considered as a whole (including any particular class or series of stock as compared to other classes or series) in any material respect; are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state or non-U.S. agency or judicial authority or contained in any federal or state or non-U.S. statute (including the DGCL); are necessary or appropriate to facilitate the trading of our stock or to comply with any rule, regulation, guideline or requirement of any securities exchange on which our stock is or will be listed for trading; are necessary or appropriate for any action taken by us relating to distributions, splits or combinations of shares of our capital stock under the provisions of our certificate of incorporation; or (5) are required to effect the intent of or are otherwise contemplated by our certificate of incorporation. Super-majority requirements for certain amendments to our certificate of incorporation. Except for amendments to our certificate of incorporation that require only the approval of the Series II Preferred Stockholder, any amendments to our certificate of incorporation require, in addition to the consent of the Series II Preferred Stockholder, the vote or consent of stockholders holding at least 90% of the voting power of our common stock and Series I preferred stock, voting together as a single class, unless we obtain an opinion of counsel confirming that such amendment would not affect the limited liability of any stockholder under the DGCL. Any amendment of this provision of our certificate of incorporation also requires the vote or consent of stockholders holding at least 90% in voting power of our common stock and Series I preferred stock, voting together as a single class. Merger, sale or other disposition of assets. Our certificate of incorporation provides that we may, with the approval of the Series II Preferred Stockholder and with the approval of the holders of at least a majority in voting power of our common stock and Series I preferred stock, voting together as a single class, sell, exchange or otherwise dispose of all or substantially all of our assets in a single transaction or a series of related transactions, or consummate any merger, consolidation or other similar combination, or approve the sale, exchange or other disposition of all or substantially all of the assets of our subsidiaries, except that no approval of our common stock and Series I preferred stock shall be required in the case of certain limited transactions involving our reorganization into another limited liability entity. See “—Capital Stock—Voting Rights.” We may in our sole discretion mortgage, pledge, hypothecate or grant a security interest in all or substantially all of our assets (including for the benefit of persons other than us or our subsidiaries) without the prior approval of the holders of our common stock and Series I preferred stock. We may also sell all or substantially all of our assets under any forced sale of any or all of our assets pursuant to the foreclosure or other realization upon those encumbrances without the prior approval of the holders of our common stock and Series I preferred stock. Exclusive Forum To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our amended and restated bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by law, be the sole and exclusive forum for: (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a breach of fiduciary duty owed by any of our current or former directors, officers, stockholders or employees to us or our stockholders; (iii) any action asserting a claim against us arising under the DGCL, our certificate of incorporation or our bylaws (as may be amended or restated) or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; or (iv) any action asserting a claim against us that is governed by the internal affairs doctrine. In addition, Section 22 of the Securities Act of 1933, as amended (the “Securities Act”), creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, both state and federal courts have jurisdiction to entertain such claims. As such, our bylaws further provide that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the federal securities laws of the United States, including, in each case, the applicable rules and regulations promulgated thereunder. It is possible that a court could find our forum selection provisions to be inapplicable or unenforceable and, accordingly, we could be required to litigate claims in multiple jurisdictions, incur additional costs or otherwise not receive the benefits that we expect our forum selection provisions to provide. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of our company shall be deemed to have notice of and consented to the forum provisions in our amended and restated certificate of incorporation. However, investors will not be deemed to have waived compliance with the federal securities laws and the rules and regulations thereunder as a result of our forum selection provisions. Business Combinations We have opted out of Section 203 of the DGCL, which provides that an “interested stockholder” (a person other than the corporation or any direct or indirect majority-owned subsidiary who, together with affiliates and associates, owns, or, if such person is an affiliate or associate of the corporation, within three years did own, 15% or more of the outstanding voting stock of a corporation) may not engage in “business combinations” (which is broadly defined to include a number of transactions, such as mergers, consolidations, asset sales and other transactions in which an interested stockholder receives or could receive a financial benefit on other than a pro rata basis with other stockholders) with the corporation for a period of three years after the date on which the person became an interested stockholder without certain statutorily mandated approvals. Transfer Agent and Registrar The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC. The transfer agent and registrar’s address is 6201 15th Avenue, Brooklyn, New York 11219, and its telephone number is (718) 921-8300 or (800) 937-5449. Listing Our common stock is listed on the NYSE under the ticker symbol “BX.” Exhibit 10.7 SIXTH AMENDED AND RESTATED EXCHANGE AGREEMENT SIXTH AMENDED AND RESTATED EXCHANGE AGREEMENT (the “Agreement”), dated as of February 7, 2022 among Blackstone Inc., Blackstone Holdings AI L.P., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and the Blackstone Holdings Limited Partners from time to time party hereto. WHEREAS, The Blackstone Group L.P., Blackstone Holdings AI L.P., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and the Blackstone Holdings Limited Partners heretofore executed and delivered the Fifth Amended and Restated Exchange Agreement, dated as of May 7, 2021 (the “Fifth Amended and Restated Exchange Agreement”); WHEREAS, the parties hereto desire to provide for the exchange of certain Blackstone Holdings Partnership Units for shares of Common Stock, on the terms and subject to the conditions set forth herein; WHEREAS, the right to exchange Blackstone Holdings Partnership Units set forth in Section 2.1(a) below, once exercised, represents a several, and not a joint and several, obligation of the Blackstone Holdings Partnerships (on a pro rata basis), and no Blackstone Holdings Partnership shall have any obligation or right to acquire Blackstone Holdings Partnership Units issued by another Blackstone Holdings Partnership; WHEREAS, the parties to the Fifth Amended and Restated Exchange Agreement now desire to enter into this Agreement to amend and restate the Fifth Amended and Restated Exchange Agreement in its entirety as more fully set forth below. NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: ARTICLE I DEFINITIONS SECTION 1.1. Definitions. The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement. “Agreement” has the meaning set forth in the preamble of this Agreement. “Blackstone Holdings AI” means Blackstone Holdings AI L.P., a limited partnership formed under the laws of the State of Delaware, and any successor thereto. “Blackstone Holdings I” means Blackstone Holdings I L.P., a limited partnership formed under the laws of the State of Delaware, and any successor thereto. “Blackstone Holdings II” means Blackstone Holdings II L.P., a limited partnership formed under the laws of the State of Delaware, and any successor thereto. “Blackstone Holdings I/II General Partner” means Blackstone Holdings I/II GP L.L.C., a limited liability company formed under the laws of the State of Delaware and the general partner of Blackstone Holdings AI, Blackstone Holdings I, Blackstone Holdings II, and any successor general partner thereof. “Blackstone Holdings III” means Blackstone Holdings III L.P., a société en commandite formed under the laws of the Province of Québec, and any successor thereto. “Blackstone Holdings III General Partner” means Blackstone Holdings III GP L.P., a limited partnership formed under the laws of the State of Delaware, and the general partner of Blackstone Holdings III, and any successor general partner thereof. “Blackstone Holdings III GP Sub” means Blackstone Holdings III GP Sub L.L.C., a limited liability company formed under the laws of the State of Delaware, and any successor thereto. “Blackstone Holdings IV” means Blackstone Holdings IV L.P., a société en commandite formed under the laws of the Province of Québec, and any successor thereto. “Blackstone Holdings IV General Partner” means Blackstone Holdings IV GP L.P., a société en commandite formed under the laws of the Province of Québec and the general partner of Blackstone Holdings IV, and any successor general partner thereof. “Blackstone Holdings IV General Partner Sub” means Blackstone Holdings IV GP Sub L.P., a société en commandite formed under the laws of the Province of Québec, and any successor thereto. “Blackstone Holdings General Partners” means, collectively, Blackstone Holdings I/II General Partner, Blackstone Holdings III General Partner and Blackstone Holdings IV General Partner. “Blackstone Holdings Limited Partner” means each Person that is as of the date of this Agreement or becomes from time to time a limited partner of each of the Blackstone Holdings Partnerships pursuant to the terms of the Blackstone Holdings Partnership Agreements. “Blackstone Holdings Partnership Agreements” means, collectively, the Fourth Amended and Restated Limited Partnership Agreement of Blackstone Holdings I, the Fourth Amended and Restated Limited Partnership Agreement of Blackstone Holdings AI, the Fourth Amended and Restated Limited Partnership Agreement of Blackstone Holdings II, the Fifth Amended and Restated Limited Partnership Agreement of Blackstone Holdings III and the Fifth Amended and Restated Limited Partnership Agreement of Blackstone Holdings IV, as they may each be amended, supplemented or restated from time to time. “Blackstone Holdings Partnership Unit” means, collectively, one unit of partnership interest in each of Blackstone Holdings AI, Blackstone Holdings I, Blackstone Holdings II, Blackstone Holdings III and Blackstone Holdings IV, issued pursuant to their respective Blackstone Holdings Partnership Agreements. 2 “Blackstone Holdings Partnerships” means, collectively, Blackstone Holdings AI, Blackstone Holdings I, Blackstone Holdings II, Blackstone Holdings III and Blackstone Holdings IV. “Blackstone PB I” means Blackstone PB I L.L.C., a limited liability company formed under the laws of the State of Delaware, and any successor thereto. “Blackstone PB II” means Blackstone PB II L.L.C., a limited liability company formed under the laws of the State of Delaware, and any successor thereto. “Business Day” means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York are authorized or required by law to close. “Common Stock” means shares of common stock, par value $0.00001 per share, of the Issuer. “Code” means the Internal Revenue Code of 1986, as amended. “Exchange” has the meaning set forth in Section 2.1(a) of this Agreement. “Exchange Rate” means the number of shares of Common Stock for which a Blackstone Holdings Partnership Unit is entitled to be exchanged. On the date of this Agreement, the Exchange Rate shall be 1 for 1, which Exchange Rate shall be subject to modification as provided in Section 2.4 of this Agreement. “Issuer” means Blackstone Inc., a corporation formed under the laws of the State of Delaware, and any successor thereto. “Insider Trading Policy” means the Insider Trading Policy of the Issuer applicable to the directors and executive officers of the Issuer, as such insider trading policy may be amended from time to time. “Issuer Certificate of Incorporation” means the Certificate of Incorporation of the Issuer, dated August 6, 2021, as it may be amended, supplemented or restated from time to time. “Person” means an individual or a corporation, limited liability company, partnership, joint venture, trust, estate, unincorporated organization, association (including any group, organization, co-tenancy, plan, board, council or committee), government (including a country, state, county, or any other governmental or political subdivision, agency or instrumentality thereof) or other entity (or series thereof). “Quarter” means, unless the context requires otherwise, a fiscal quarter of the Issuer. 3 “Quarterly Exchange Date” means, unless the Issuer cancels such Quarterly Exchange Date pursuant to Section 2.8 hereof, the date that is the later to occur of either: (1) the second Business Day after the date on which the Issuer makes a public news release of its quarterly earnings for the prior Quarter, (2) the first day each Quarter that directors and executive officers of the Issuer are permitted to trade under the Insider Trading Policy, or (3) such other date as the Issuer shall determine in its sole discretion, provided with respect to clause (3) that the Issuer shall provide the Blackstone Holdings Limited Partners with reasonable notice of such date. “Sale Transaction” has the meaning set forth in Section 2.8 of this Agreement. “Transfer Agent” means such bank, trust company or other Person as shall be appointed from time to time by the Issuer pursuant to the Issuer Certificate of Incorporation to act as registrar and transfer agent for the Common Stock. ARTICLE II EXCHANGE OF BLACKSTONE HOLDINGS PARTNERSHIP UNITS SECTION 2.1. Exchange of Blackstone Holdings Partnership Units. (a) Subject to adjustment as provided in this Article II, to the provisions of the Blackstone Holdings Partnership Agreements and the Issuer Certificate of Incorporation and to the provisions of Section 2.2 hereof, each Blackstone Holdings Limited Partner shall be entitled on any Quarterly Exchange Date to surrender Blackstone Holdings Partnership Units held by such Blackstone Holdings Limited Partner to the Blackstone Holdings Partnerships in exchange for the delivery by the Blackstone Holdings Partnerships of a number of shares of Common Stock equal to the product of such number of Blackstone Holdings Partnership Units surrendered multiplied by the Exchange Rate (such exchange, an “Exchange”); provided that any such exchange is for a minimum of the lesser of 1,000 Blackstone Holdings Partnership Units or all of the vested Blackstone Holdings Partnership Units held by such Blackstone Holdings Limited Partner. (b) On the date Blackstone Holdings Partnership Units are surrendered for exchange, all rights of the exchanging Blackstone Holdings Limited Partner as holder of such Blackstone Holdings Partnership Units shall cease, and such exchanging Blackstone Holdings Limited Partner shall be treated for all purposes as having become the Record Holder (as defined in the Issuer Certificate of Incorporation) of such shares of Common Stock. (c) For the avoidance of doubt, any exchange of Blackstone Holdings Partnership Units shall be subject to the provisions of the Blackstone Holdings Partnership Agreements, including without limitation the provisions of Sections 8.01, 8.03 and 8.04. SECTION 2.2. Exchange Procedures. (a) A Blackstone Holdings Limited Partner may exercise the right to exchange Blackstone Holdings Partnership Units set forth in Section 2.1(a) above by providing a written notice of exchange at least sixty (60) days prior to the applicable Quarterly Exchange Date to each of the Blackstone Holdings General Partners substantially in the form of Exhibit A hereto, duly executed by such holder or such holder’s duly authorized attorney in respect of the Blackstone Holdings Partnership Units to be exchanged, in each case delivered during normal business hours at the principal executive offices of the Issuer or the Blackstone Holdings General Partners, as applicable. 4 (b) As promptly as practicable following the surrender for exchange of Blackstone Holdings Partnership Units in the manner provided in this Article II, the Blackstone Holdings Partnerships shall deliver or cause to be delivered at the principal executive offices of the Issuer or at the office of the Transfer Agent the number of shares of Common Stock issuable upon such exchange, issued in the name of such exchanging Blackstone Holdings Limited Partner. (c) The Blackstone Holdings Partnerships may adopt reasonable procedures for the implementation of the exchange provisions set forth in this Article II, including, without limitation, procedures for the giving of notice of an election for exchange. SECTION 2.3. Blackout Periods and Ownership Restrictions. (a) Notwithstanding anything to the contrary, a Blackstone Holdings Limited Partner shall not be entitled to exchange Blackstone Holdings Partnership Units, and the Issuer and the Blackstone Holdings Partnerships shall have the right to refuse to honor any request for exchange of Blackstone Holdings Partnership Units, (i) at any time or during any period if the Issuer or the Blackstone Holdings Partnerships shall determine, based on the advice of counsel (which may be inside counsel), that there may be material non-public information that may affect the trading price per share of Common Stock at such time or during such period or (ii) if such exchange would be prohibited under applicable law or regulation. SECTION 2.4. Splits, Distributions and Reclassifications. (a) The Exchange Rate shall be adjusted accordingly if there is: (1) any subdivision (by split, distribution, reclassification, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of the Blackstone Holdings Partnership Units that is not accompanied by an identical subdivision or combination of the shares of Common Stock; or (2) any subdivision (by split, distribution, reclassification, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of the shares of Common Stock that is not accompanied by an identical subdivision or combination of the Blackstone Holdings Partnership Units. In the event of a reclassification or other similar transaction as a result of which the shares of Common Stock are converted into another security, then a Blackstone Holdings Limited Partner shall be entitled to receive upon exchange the amount of such security that such Blackstone Holdings Limited Partner would have received if such exchange had occurred immediately prior to the effective date of such reclassification or other similar transaction. Except as may be required in the immediately preceding sentence, no adjustments in respect of distributions shall be made upon the exchange of any Blackstone Holdings Partnership Unit. 5 SECTION 2.5. Shares of Common Stock to be Issued. (a) The Issuer covenants that if any shares of Common Stock require registration with or approval of any governmental authority under any U.S. federal or state law before such shares of Common Stock may be issued upon exchange pursuant to this Article II, the Issuer shall use commercially reasonable efforts to cause such shares of Common Stock to be duly registered or approved, as the case may be. The Issuer shall use commercially reasonable efforts to list the shares of Common Stock required to be delivered upon exchange prior to such delivery upon each national securities exchange or inter-dealer quotation system upon which the outstanding shares of Common Stock may be listed or traded at the time of such delivery. Nothing contained herein shall be construed to preclude the Issuer or the Blackstone Holdings Partnership from satisfying their obligations in respect of the exchange of the Blackstone Holdings Partnership Units by delivery of shares of Common Stock which are held in the treasury of the Issuer or the Blackstone Holdings Partnership or any of their subsidiaries. SECTION 2.6. Taxes. (a) The delivery of shares of Common Stock upon exchange of Blackstone Holdings Partnership Units shall be made without charge to the Blackstone Holdings Limited Partners for any stamp or other similar tax in respect of such issuance. SECTION 2.7. Restrictions. (a) The provisions of Sections 8.02, 8.03 (other than paragraphs (a), (b) and (d)), 8.04 and 8.06 of the Blackstone Holdings Partnership Agreements shall apply, mutatis mutandis, to any shares of Common Stock issued upon exchange of Blackstone Holdings Partnership Units; and the provisions of paragraphs (b) and (d) of Section 8.03 of the Blackstone Holdings Partnership Agreements shall permit Transfers of Common Stock issued upon exchange of Blackstone Holdings Partnership Units to the same extent as Exchange Transactions (as defined in the Blackstone Holdings Partnership Agreements) with respect to Blackstone Holdings Partnership Units may be permitted under such provisions. In each case, the provisions of Sections 8.03 and 8.04 of the Blackstone Holdings Partnership Agreements shall apply in the aggregate to Blackstone Holdings Partnership Units and shares of Common Stock received in exchange for Blackstone Holdings Partnership Units. SECTION 2.8. Subsequent Offerings. (a) The Issuer may from time to time provide the opportunity for Blackstone Holdings Limited Partners to sell their Blackstone Holdings Partnership Units to the Issuer, the Blackstone Holdings Partnerships or any of their subsidiaries (a “Sale Transaction”); provided that no Sale Transaction shall occur unless the Issuer cancels the nearest Quarterly Exchange Date scheduled to occur in the same fiscal year of the Issuer as such Sale Transaction. A Blackstone Limited Partner selling Blackstone Holdings Partnership Units in connection with a Sale Transaction must provide notice to Issuer at least thirty (30) days prior to the cash settlement of such Sale Transaction in respect of the Blackstone Holdings Partnership Units to be sold, in each case delivered during normal business hours at the principal executive offices of the Issuer. For the avoidance of doubt, the total aggregate number of Quarterly Exchange Dates and Sale Transactions occurring during any fiscal year of the Issuer shall not exceed four (4). 6 ARTICLE III GENERAL PROVISIONS SECTION 3.1. Amendment. (a) The provisions of this Agreement may be amended by the affirmative vote or written consent of each of the Blackstone Holdings Partnerships and, after a Change of Control (as such term as defined in the Blackstone Holdings Partnership Agreements), the holders of at least a majority of the Vested Percentage Interests (as such term as defined in the Blackstone Holdings Partnership Agreements) of the Blackstone Holdings Partnership Units (excluding Blackstone Holdings Partnership Units held by the Issuer and the Blackstone Holdings General Partners). No amendment to this Agreement shall be required to the extent any entity becomes a successor of any of the foregoing parties. (b) Each Blackstone Holdings Limited Partner hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or written consent of less than all of the Blackstone Holdings Limited Partners, such action may be so taken upon the concurrence of less than all of the Blackstone Holdings Limited Partners and each Blackstone Holdings Limited Partner shall be bound by the results of such action. SECTION 3.2. Addresses and Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by courier service, by fax, by electronic mail (delivery receipt requested) or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be as specified in a notice given in accordance with this Section 3.2): (a) If to the Issuer, to: 345 Park Avenue New York, New York 10154 Attention: Chief Legal Officer Fax: (212) 583-5660 Electronic Mail: john.finley@blackstone.com (b) If to Blackstone Holdings AI L.P., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P. or Blackstone Holdings IV L.P., to: 345 Park Avenue New York, New York 10154 Attention: Chief Legal Officer Fax: (212) 583-5660 Electronic Mail: john.finley@blackstone.com (c) If to any Blackstone Holdings Limited Partner, to: c/o Blackstone Inc. 345 Park Avenue New York, New York 10154 Attention: Chief Legal Officer Fax: (212) 583-5660 Electronic Mail: john.finley@blackstone.com 7 SECTION 3.3. Further Action. The parties shall execute and deliver all documents, provide all information and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement. SECTION 3.4. Binding Effect. This Agreement shall be binding upon and inure to the benefit of all of the parties and, to the extent permitted by this Agreement, their successors, executors, administrators, heirs, legal representatives and assigns. SECTION 3.5. Severability. If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions is not affected in any manner materially adverse to any party. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible. SECTION 3.6. Integration. This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto. SECTION 3.7. Waiver. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach of any other covenant, duty, agreement or condition. SECTION 3.8. Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably, including any ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement (including the validity, scope and enforceability of this arbitration provision) shall be finally settled by arbitration conducted by a single arbitrator in New York in accordance with the then- existing Rules of Arbitration of the International Chamber of Commerce. If the parties to the dispute fail to agree on the selection of an arbitrator within thirty (30) days of the receipt of the request for arbitration, the International Chamber of Commerce shall make the appointment. The arbitrator shall be a lawyer and shall conduct the proceedings in the English language. Performance under this Agreement shall continue if reasonably possible during any arbitration proceedings. 8 (b) Notwithstanding the provisions of paragraph (a), the Blackstone Holdings Partnerships may cause any Blackstone Holdings Partnership to bring, on behalf of the Issuer or such Blackstone Holdings Partnership or on behalf of one or more Blackstone Holdings Limited Partners, an action or special proceeding in any court of competent jurisdiction for the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder, and/or enforcing an arbitration award and, for the purposes of this paragraph (b), each Blackstone Holdings Limited Partner (i) expressly consents to the application of paragraph (c) of this Section 3.8 to any such action or proceeding, (ii) agrees that proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate, and (iii) irrevocably appoints the Blackstone Holdings Partnerships as such Blackstone Holdings Limited Partner’s agents for service of process in connection with any such action or proceeding and agrees that service of process upon such agent, who shall promptly advise such Blackstone Holdings Limited Partner of any such service of process, shall be deemed in every respect effective service of process upon the Blackstone Holdings Limited Partner in any such action or proceeding. (c) (i) EACH BLACKSTONE HOLDINGS LIMITED PARTNER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF COURTS LOCATED IN NEW YORK, NEW YORK FOR THE PURPOSE OF ANY JUDICIAL PROCEEDING BROUGHT IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 3.8, OR ANY JUDICIAL PROCEEDING ANCILLARY TO AN ARBITRATION OR CONTEMPLATED ARBITRATION ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT. Such ancillary judicial proceedings include any suit, action or proceeding to compel arbitration, to obtain temporary or preliminary judicial relief in aid of arbitration, or to confirm an arbitration award. The parties acknowledge that the fora designated by this paragraph (c) have a reasonable relation to this Agreement, and to the parties’ relationship with one another. (ii) The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter may have to personal jurisdiction or to the laying of venue of any such ancillary suit, action or proceeding brought in any court referred to in the preceding paragraph of this Section 3.8 and such parties agree not to plead or claim the same. (d) Notwithstanding any provision of this Agreement to the contrary, this Section 3.8 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Delaware Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 3.8, including any rules of the International Chamber of Commerce, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 3.8. In that case, this Section 3.8 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 3.8 shall be construed to omit such invalid or unenforceable provision. SECTION 3.9. Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 3.9. 9 SECTION 3.10. Tax Treatment. To the extent this Agreement imposes obligations upon a particular Blackstone Holdings Partnership or a Blackstone Holdings General Partner, this Agreement shall be treated as part of the relevant Blackstone Holdings Partnership Agreement as described in Section 761(c) of the Code and Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations. As required by the Code and the Treasury Regulations, the parties shall report any Exchange consummated hereunder as a taxable sale of Blackstone Holdings Partnership Units by a Blackstone Holdings Limited Partner to Blackstone PB I, Blackstone PB II, Blackstone Holdings III GP Sub or Blackstone Holdings IV General Partner Sub, as the case may be, and no party shall take a contrary position on any income tax return, amendment thereof or communication with a taxing authority. SECTION 3.11. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of Delaware. [Remainder of Page Intentionally Left Blank] 10 IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered, all as of the date first set forth above. BLACKSTONE INC. By: /s/ Tabea Hsi Name: Tabea Hsi Title: Senior Managing Director—Assistant Secretary BLACKSTONE HOLDINGS AI L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner By: Blackstone Inc., its sole member By: /s/ Tabea Hsi Name: Tabea Hsi Title: Senior Managing Director—Assistant Secretary BLACKSTONE HOLDINGS I L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner By: Blackstone Inc., its sole member By: /s/ Tabea Hsi Name: Tabea Hsi Title: Senior Managing Director—Assistant Secretary [Signature Page to Sixth Amended and Restated Exchange Agreement] BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner By: Blackstone Inc., its sole member By: /s/ Tabea Hsi Name: Tabea Hsi Title: Senior Managing Director—Assistant Secretary BLACKSTONE HOLDINGS III L.P. By: Blackstone Holdings III GP L.P., its general partner By: Blackstone Holdings III GP Management L.L.C., its general partner By: Blackstone Inc., its sole member By: /s/ Tabea Hsi Name: Tabea Hsi Title: Senior Managing Director—Assistant Secretary [Signature Page to Sixth Amended and Restated Exchange Agreement] BLACKSTONE HOLDINGS IV L.P. By: Blackstone Holdings IV GP L.P., its general partner By: Blackstone Holdings IV GP Management (Delaware) L.P., its general partner By: Blackstone Holdings IV GP Management L.L.C., its general partner By: Blackstone Inc., its sole member By: /s/ Tabea Hsi Name: Tabea Hsi Title: Senior Managing Director—Assistant Secretary [Signature Page to Sixth Amended and Restated Exchange Agreement] EXHIBIT A [FORM OF] NOTICE OF EXCHANGE Blackstone Holdings I L.P. Blackstone Holdings AI L.P. Blackstone Holdings II L.P. Blackstone Holdings III L.P. Blackstone Holdings IV L.P. 345 Park Avenue New York, New York 10154 Attention: Tabea Hsi Fax: (646) 455-4221 Electronic Mail: tabea.hsi@blackstone.com Reference is hereby made to the Sixth Amended and Restated Exchange Agreement, dated as of February 7, 2022 (the “Exchange Agreement”), among Blackstone Inc., Blackstone Holdings I L.P., Blackstone Holdings AI L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and the Blackstone Holdings Limited Partners from time to time party thereto, as amended from time to time. Capitalized terms used but not defined herein shall have the meanings given to them in the Exchange Agreement. The undersigned Blackstone Holdings Limited Partner hereby elects to exchange the number of Blackstone Holdings Partnership Units set forth below for an equal number of shares of Common Stock to be issued in its name. Name of Blackstone Holdings Limited Partner: Number of Blackstone Holdings Partnership Units to be exchanged on the [____] exchange date: _________________ units (or such lesser number as the Issuer may determine in its sole discretion, which determination shall be final and binding and shall be conclusively determined by the exchange of such lesser number of Blackstone Holdings Partnership Units). The undersigned acknowledges that this Notice of Exchange is binding and may only be withdrawn with the consent of the Issuer prior to the exchange date. The undersigned (1) hereby represents that the Blackstone Holdings Partnership Units set forth above are owned by the undersigned, (2) hereby exchanges such Blackstone Holdings Partnership Units for shares of Common Stock as set forth in the Exchange Agreement, (3) hereby irrevocably constitutes and appoints any officer of the Blackstone Holdings Partnerships, the Blackstone Holdings General Partners or the Issuer as its attorney, with full power of substitution, to exchange said Blackstone Holdings Partnership Units on the books of the Blackstone Holdings Partnerships for shares of Common Stock on the books of the Issuer, with full power of substitution in the premises. IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice of Exchange to be executed and delivered by the undersigned or by its duly authorized attorney. Dated: ______________ Name: 2 Exhibit 10.9 BLACKSTONE INC. AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN 1. Purpose of the Plan Blackstone Inc. Amended and Restated 2007 Equity Incentive Plan (as amended through February 25, 2022) (the “Plan”) is designed to promote the long term financial interests and growth of Blackstone Inc., a Delaware corporation (the “Company”), and its Affiliates by (i) attracting and retaining senior managing directors, employees, non-employee directors, consultants and other service providers of the Company or any of its Affiliates and (ii) aligning the interests of such individuals with those of the Company and its Affiliates by providing them with equity-based awards based on the shares of Common Stock (as defined below) of the Company or the partnership units (the “Blackstone Holdings Partnership Units”) of Blackstone Holdings (as defined below). 2. Definitions The following capitalized terms used in the Plan have the respective meanings set forth in this Section: (a) Act: The Securities Exchange Act of 1934, as amended, or any successor thereto. (b) Administrator: The Compensation Committee of the Board, or such subcommittee thereof or, if the Compensation Committee shall so determine, the Board or such other committee thereof, to whom authority to administer the Plan has been delegated pursuant to Section 4 hereof. (c) Affiliate: With respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with the Person in question. As used herein, the term “Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. (d) Award: Individually or collectively, any Option, Share Appreciation Right, or Other Share-Based Awards based on or relating to the shares of Common Stock or Blackstone Holdings Partnership Units issuable under the Plan. (e) Beneficial Owner: A “beneficial owner”, as such term is defined in Rule 13d-3 under the Act (or any successor rule thereto). (f) Blackstone Holdings: The collective reference to all of the Blackstone Holdings Partnerships. (g) Blackstone Holdings Partnerships: Each of 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. (h) Blackstone Holdings Partnership Units: Each “Blackstone Holdings Partnership Unit” shall consist of one partnership unit in each of the four Blackstone Holdings Partnerships. (i) Board: The board of directors of the Company. (j) Change in Control: The occurrence of any Person, other than a Person approved by Blackstone Group Management L.L.C., becoming the holder of the outstanding Series II preferred stock of the Company. (k) Code: The Internal Revenue Code of 1986, as amended, or any successor thereto. (l) Common Stock: The common stock, par value $0.00001 per share, of the Company. (m) Company: Blackstone Inc., a Delaware corporation. (n) Disability: The term “Disability” shall have the meaning as provided under Section 409A(a)(2)(C)(i) of the Code. Notwithstanding the foregoing or any other provision of this Plan, the definition of Disability (or any analogous term) in an Award agreement shall supersede the foregoing definition; provided, however, that if no definition of Disability or any analogous term is set forth in such agreement, the foregoing definition shall apply. (o) Effective Date: August 10, 2014. (p) Employment: The term “Employment” as used herein shall be deemed to refer to (i) a Participant’s employment if the Participant is an employee of the Company or any of its Affiliates, (ii) a Participant’s services as a consultant or partner, if the Participant is consultant to, partner of, or other service provider for the Company or of any of its Affiliates, and (iii) a Participant’s services as a non-employee director, if the Participant is a non-employee member of the Board. (q) Fair Market Value: Of a Share on any given date means (i) the closing sale price per Share on the New York Stock Exchange on that date (or, if no closing sale price is reported, the last reported sale price), (ii) if Shares are not listed for trading on the New York Stock Exchange, the closing sale price (or, if no closing sale price is reported, the last reported sale price) as reported on that date in composite transactions for the principal national securities exchange registered pursuant to Section 6(g) of the Act on which the Shares are listed, (iii) if the Shares are not so listed on a national securities exchange, the last quoted bid price for Shares on that date in the over-the-counter market as reported by OTC Markets Group Inc. or a similar organization, or (iv) if Shares are not so quoted by OTC Markets Group Inc. or a similar organization, the average of the mid-point of the last bid and ask prices for Shares on that date from a nationally recognized independent investment banking firm selected by the Administrator for this purpose. (r) Option: An option to purchase Shares granted pursuant to Section 6 of the Plan. (s) Option Price: The purchase price per Share of an Option, as determined pursuant to Section 6(a) of the Plan. 2 (t) Other Share-Based Awards: Awards granted pursuant to Section 8 of the Plan. (u) Participant: A senior managing director, other employee, consultant, partner, director or other service provider of the Company or of any of its Affiliates who is selected by the Administrator to participate in the Plan. (v) Performance-Based Awards: Certain Other Share-Based Awards granted pursuant to Section 8(b) of the Plan. (w) Person: A “person”, as such term is used for purposes of Section 13(d) or 14(d) of the Act (or any successor section thereto). (x) Share Appreciation Right: A share appreciation right granted pursuant to Section 7 of the Plan. (y) Shares: Common Stock or Blackstone Holdings Partnership Units which are issued or may be issued under the Plan. 3. Shares Subject to the Plan Subject to Section 9 hereof, the total number of Shares which may be issued under the Plan shall be 163,000,000, of which all or any portion may be issued as shares of Common Stock or Blackstone Holdings Partnership Units. Notwithstanding the foregoing, the total number of Shares subject to the Plan shall be increased on the first day of each fiscal year beginning in calendar year 2008 by a number of Shares equal to the positive difference, if any, of (x) 15% of the aggregate number of shares of Common Stock and Blackstone Holdings Partnership Units outstanding on the last day of the immediately preceding fiscal year (excluding Blackstone Holdings Partnership Units held by the Company or its wholly-owned subsidiaries) minus (y) the aggregate number of shares of Common Stock and Blackstone Holdings Partnership Units covered by the Plan, unless the Administrator should decide to increase the number of shares of Common Stock and Blackstone Holdings Partnership Units covered by the Plan by a lesser amount on any such date. The issuance of Shares or the payment of cash upon the exercise of an Award or in consideration of the cancellation or termination of an Award shall reduce the total number of Shares available under the Plan, as applicable. Shares which are subject to Awards which terminate or lapse without the payment of consideration may be granted again under the Plan. Unless the Administrator shall otherwise determine, shares of Common Stock delivered by the Company or its Affiliates upon exchange of Blackstone Holdings Partnership Units that have been issued under the Plan shall be issued under the Plan. 4. Administration The Plan shall be administered by the Administrator. Additionally, the Administrator may delegate the authority to grant Awards under the Plan to any employee or group of employees of the Company or of any Affiliate of the Company; provided that such delegation and grants are consistent with applicable law and guidelines established by the Board from time to time. Awards may, in the discretion of the Administrator, be made under the Plan in assumption of, or in substitution for, outstanding awards previously granted by the Company, any Affiliate of the Company or any entity acquired by the Company or with which the 3 Company combines. The number of Shares underlying such substitute awards shall be counted against the aggregate number of Shares available for Awards under the Plan. The Administrator is authorized to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make any other determinations that it deems necessary or desirable for the administration of the Plan. The Administrator may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Administrator deems necessary or desirable. Any decision of the Administrator in the interpretation and administration of the Plan, as described herein, shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned (including, but not limited to, Participants and their beneficiaries or successors). The Administrator shall have the full power and authority to establish the terms and conditions of any Award consistent with the provisions of the Plan and to waive any such terms and conditions at any time (including, without limitation, accelerating or waiving any vesting conditions). The Administrator shall require payment of any amount it may determine to be necessary to withhold for federal, state, local or other taxes as a result of the exercise, grant or vesting of an Award. Unless the Administrator specifies otherwise, the Participant may elect to pay a portion or all of such withholding taxes by (a) delivery in Shares or (b) having Shares withheld by the Company from any Shares that would have otherwise been received by the Participant. 5. Limitations No Award may be granted under the Plan after the tenth anniversary of the Effective Date, but Awards theretofore granted may extend beyond that date. 6. Terms and Conditions of Options Options granted under the Plan shall be non-qualified options for federal income tax purposes, and shall be subject to the foregoing and the following terms and conditions and to such other terms and conditions, not inconsistent therewith, as the Administrator shall determine: (a) Option Price. The Option Price per Share shall be determined by the Administrator; provided that the Option Price per Share shall not be less than the Fair Market Value of a Share on the applicable date the Option is granted unless the Participant is not subject to Section 409A of the Code or the Option is otherwise designed to be compliant with Section 409A of the Code. (b) Exercisability. Options granted under the Plan shall be exercisable at such time and upon such terms and conditions as may be determined by the Administrator, but in no event shall an Option be exercisable more than ten years after the date it is granted. (c) Exercise of Options. Except as otherwise provided in the Plan or in an Award agreement, an Option may be exercised for all, or from time to time any part, of the Shares for which it is then exercisable. For purposes of Section 6 of the Plan, the exercise date of an Option shall be the later of the date a notice of exercise is received by the Company and, if applicable, the date payment is received by the Company pursuant to clauses (i), (ii), (iii) or (iv) in the following sentence. The purchase price for the Shares as to which an Option is exercised shall be paid to the Company, and in the manner designated by the Administrator, pursuant to one or 4 more of the following methods: (i) in cash or its equivalent (e.g., by personal check), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Administrator, (iii) partly in cash and partly in such Shares, (iv) if there is a public market for the Shares at such time, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such Sale equal to the aggregate Option Price for the Shares being purchased, or (v) to the extent permitted by the Administrator, through net settlement in Shares. Unless otherwise provided in an Award agreement, no Participant shall have any rights to distributions or other rights of a holder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Administrator pursuant to the Plan. (d) Attestation. Wherever in this Plan or any agreement evidencing an Award a Participant is permitted to pay the exercise price of an Option or taxes relating to the exercise of an Option by delivering Shares, the Participant may, subject to procedures satisfactory to the Administrator, satisfy such delivery requirement by presenting proof of beneficial ownership of such Shares, in which case the Company shall treat the Option as exercised without further payment and/or shall withhold such number of Shares from the Shares acquired by the exercise of the Option, as appropriate. (e) Service Recipient Stock. No Option may be granted to a Participant subject to Section 409A of the Code unless (i) the Shares constitute “service recipient stock” with respect to such Participant (as defined in Section 1.409A-1(b)(5)(iii)) or (ii) the Option is otherwise designed to be compliant with Section 409A of the Code. 7. Terms and Conditions of Share Appreciation Rights (a) Grants. The Administrator may grant (i) a Share Appreciation Right independent of an Option or (ii) a Share Appreciation Right in connection with an Option, or a portion thereof. A Share Appreciation Right granted pursuant to clause (ii) of the preceding sentence (A) may be granted at the time the related Option is granted or at any time prior to the exercise or cancellation of the related Option, (B) shall cover the same number of Shares covered by an Option (or such lesser number of Shares as the Administrator may determine) and (C) shall be subject to the same terms and conditions as such Option except for such additional limitations as are contemplated by this Section 7 (or such additional limitations as may be included in an Award agreement). (b) Terms. The exercise price per Share of a Share Appreciation Right shall be an amount determined by the Administrator; provided, however, that (z) the exercise price per Share shall not be less than the Fair Market Value of a Share on the applicable date the Share Appreciation Right is granted unless the Participant is not subject to Section 409A of the Code or the Share Appreciation Right is otherwise designed to be compliant with Section 409A of the Code and (y) in the case of a Share Appreciation Right granted in conjunction with an Option, or a portion thereof, the exercise price may not be less than the Option Price of the related Option. Each Share Appreciation Right granted independent of an Option shall entitle a Participant upon exercise to an amount equal to (i) the excess of (A) the Fair Market Value on the exercise date of 5 one Share over (B) the exercise price per Share, times (ii) the number of Shares covered by the Share Appreciation Right. Each Share Appreciation Right granted in conjunction with an Option, or a portion thereof, shall entitle a Participant to surrender to the Company the unexercised Option, or any portion thereof, and to receive from the Company in exchange therefore an amount equal to (i) the excess of (A) the Fair Market Value on the exercise date of one Share over (B) the Option Price per Share, times (ii) the number of Shares covered by the Option, or portion thereof, which is surrendered. Payment shall be made in Shares or in cash, or partly in Shares and partly in cash (any such Shares valued at such Fair Market Value), all as shall be determined by the Administrator. Share Appreciation Rights may be exercised from time to time upon actual receipt by the Company of written notice of exercise stating the number of Shares with respect to which the Share Appreciation Right is being exercised. The date a notice of exercise is received by the Company shall be the exercise date. The Administrator, in its sole discretion, may determine that no fractional Shares will be issued in payment for Share Appreciation Rights, but instead cash will be paid for a fraction or the number of Shares will be rounded downward to the next whole Share. (c) Limitations. The Administrator may impose, in its discretion, such conditions upon the exercisability of Share Appreciation Rights as it may deem fit, but in no event shall a Share Appreciation Right be exercisable more than ten years after the date it is granted. (d) Service Recipient Stock. No Option may be granted to a Participant subject to Section 409A of the Code unless (i) the Shares constitute “service recipient stock” with respect to such Participant (as defined in Section 1.409A-1(b)(5)(iii)) or (ii) the Option is otherwise designed to be compliant with Section 409A of the Code. 8. Other Share-Based Awards The Administrator, in its sole discretion, may grant or sell Awards of 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 Market Value of shares of Common Stock or Blackstone Holdings Partnership Units (“Other Share-Based Awards”). Such Other Share-Based Awards shall be in such form, and dependent on such conditions, as the Administrator shall determine, including, without limitation, the right to receive, or vest with respect to, one or more Shares (or the equivalent cash value of such Shares) upon the completion of a specified period of service, the occurrence of an event and/or the attainment of performance objectives. Other Share- Based Awards may be granted alone or in addition to any other Awards granted under the Plan. Subject to the provisions of the Plan, the Administrator shall determine to whom and when Other Share-Based Awards will be made, the number of Shares to be awarded under (or otherwise related to) such Other Share-Based Awards; whether such Other Share-Based Awards shall be settled in cash, Shares or a combination of cash and Shares; and all other terms and conditions of such Awards (including, without limitation, the vesting provisions thereof and provisions ensuring that all Shares so awarded and issued shall be fully paid and non-assessable). 6 9. Adjustments Upon Certain Events Notwithstanding any other provisions in the Plan to the contrary, the following provisions shall apply to all Awards granted under the Plan: (a) Generally. In the event of any change in the outstanding Shares after the Effective Date by reason of any Share distribution or split, reorganization, recapitalization, merger, consolidation, spin-off, combination, combination or transaction or exchange of Shares or other corporate exchange, or any distribution to holders of Shares other than regular cash distributions or any transaction similar to the foregoing, the Administrator in its sole discretion and without liability to any person shall make such substitution or adjustment, if any, as it deems to be equitable (subject to Section 17), as to (i) the number or kind of Shares or other securities issued or reserved for issuance pursuant to the Plan or pursuant to outstanding Awards, (ii) the maximum number of Shares for which Options or Share Appreciation Rights may be granted during a calendar year to any Participant (iii) the maximum amount of a Performance-Based Award that may be granted during a calendar year to any Participant, (iv) the Option Price or exercise price of any Share Appreciation Right and/or (v) any other affected terms of such Awards. (b) Change in Control. In the event of a Change in Control after the Effective Date, (i) if determined by the Administrator in the applicable Award agreement or otherwise, any outstanding Awards then held by Participants which are unexercisable or otherwise unvested or subject to lapse restrictions shall automatically be deemed exercisable or otherwise vested or no longer subject to lapse restrictions, as the case may be, as of immediately prior to such Change of Control and (ii) the Administrator may (subject to Section 17), but shall not be obligated to, (A) accelerate, vest or cause the restrictions to lapse with respect to all or any portion of an Award, (B) cancel such Awards for fair value (as determined in the sole discretion of the Administrator) which, in the case of Options and Share Appreciation Rights, may equal the excess, if any, of value of the consideration to be paid in the Change in Control transaction to holders of the same number of Shares subject to such Options or Share Appreciation Rights (or, if no consideration is paid in any such transaction, the Fair Market Value of the Shares subject to such Options or Share Appreciation Rights) over the aggregate exercise price of such Options or Share Appreciation Rights, (C) provide for the issuance of substitute Awards that will substantially preserve the otherwise applicable terms of any affected Awards previously granted hereunder as determined by the Administrator in its sole discretion or (D) provide that for a period of at least 15 days prior to the Change in Control, such Options shall be exercisable as to all shares subject thereto and that upon the occurrence of the Change in Control, such Options shall terminate and be of no further force and effect. 10. No Right to Employment or Awards The granting of an Award under the Plan shall impose no obligation on the Company or any Affiliate to continue the Employment of a Participant and shall not lessen or affect the Company’s or Affiliate’s right to terminate the Employment of such Participant. No Participant or other Person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants, or holders or beneficiaries of Awards. The terms and conditions of Awards and the Administrator’s determinations and interpretations with respect thereto need not be the same with respect to each Participant (whether or not such Participants are similarly situated). 7 11. Successors and Assigns The Plan shall be binding on all successors and assigns of the Company and a Participant, including without limitation, the estate of such Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors. 12. Nontransferability of Awards Unless otherwise determined or approved by the Administrator, an Award shall not be transferable or assignable by the Participant otherwise than by will or by the laws of descent and distribution. An Award exercisable after the death of a Participant may be exercised by the legatees, personal representatives or distributees of the Participant. 13. Amendments or Termination The Board may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made, without the consent of a Participant, if such action would diminish any of the rights of the Participant under any Award theretofore granted to such Participant under the Plan; provided, however, that the Administrator may amend the Plan in such manner as it deems necessary to permit the granting of Awards meeting the requirements of the Code or other applicable laws (including, without limitation, to avoid adverse tax consequences to the Company or to Participants). Notwithstanding any provision of the Plan to the contrary, in the event that the Administrator determines that any amounts payable hereunder will be taxable to a Participant under Section 409A of the Code and related Department of Treasury guidance prior to payment to such Participant of such amount, the Company may (a) adopt such amendments to the Plan and Awards and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Administrator determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Plan and Awards hereunder and/or (b) take such other actions as the Administrator determines necessary or appropriate to avoid the imposition of an additional tax under Section 409A of the Code. 14. International Participants With respect to Participants who reside or work outside the United States of America, the Administrator may, in its sole discretion, amend the terms of the Plan or Awards with respect to such Participants in order to conform such terms with the requirements of local law or to obtain more favorable tax or other treatment for a Participant, the Company or an Affiliate. 15. Choice of Law The Plan shall be governed by and construed in accordance with the law of the State of New York. 8 16. Effectiveness of the Plan The Plan shall be effective as of the Effective Date. 17. Section 409A To the extent applicable, this Plan and Awards issued hereunder shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding other provisions of the Plan or any Award agreements thereunder, no Award shall be granted, deferred, accelerated, extended, paid out or modified under this Plan in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon a Participant. In the event that it is reasonably determined by the Administrator that, as a result of Section 409A of the Code, payments in respect of any Award under the Plan may not be made at the time contemplated by the terms of the Plan or the relevant Award agreement, as the case may be, without causing the Participant holding such Award to be subject to taxation under Section 409A of the Code, the Company may take whatever actions the Administrator determines necessary or appropriate to comply with, or exempt the Plan and Award agreement from the requirements of Section 409A of the Code and related Department of Treasury guidance and other interpretive materials as may be issued after the Effective Date, which action may include, but is not limited to, delaying payment to a Participant who is a “specified employee” within the meaning of Section 409A of the Code until the first day following the six-month period beginning on the date of the Participant’s termination of Employment. The Company shall use commercially reasonable efforts to implement the provisions of this Section 17 in good faith; provided that neither the Company, the Administrator nor any employee, director or representative of the Company or of any of its Affiliates shall have any liability to Participants with respect to this Section 17. 9 List of Subsidiaries The following en(cid:2)(cid:2)es, and the jurisdic(cid:2)on in which they are organized, are included in the consolidated results of Blackstone Inc. as of December 31, 2021. Exhibit 21.1 Name 601 Shared Services L.L.C. Argon Holdco LLC BCEP 2 Holdings Manager (CYM) L.L.C. BCEP 2 Holdings Manager L.L.C. BCEP GP L.L.C. BCEP II GP L.L.C. BCEP II Side-by-Side GP L.L.C. BCEP LR Associates (Cayman) Ltd. BCEP LR Associates (Cayman) NQ Ltd. BCEP NQ GP L.L.C. BCEP Side-by-Side GP L.L.C. BCEP Side-by-Side GP NQ L.L.C. BCEP/BIP Holdings Manager L.L.C. BCLA L.L.C. BCLO Advisors L.L.C. BCOM Side-by-Side GP L.L.C. BCP 8 Holdings Manager (CYM) L.L.C. BCP 8 Holdings Mozart Manager L.P. BCP 8/BCP Asia 2 Holdings Manager (CYM) L.L.C. BCP 8/BCP Asia Holdings Manager (CYM) L.L.C. BCP 8/BEP 3 Holdings Manager (CYM) L.L.C. BCP 8/BEP 3 Holdings Manager L.L.C. BCP 8/BEP 3/BCP Asia Holdings Manager (CYM) L.L.C. BCP Asia Athena ESC (Cayman) Ltd. BCP Asia II Side-by-Side GP L.L.C. BCP Asia Side-by-Side GP L.L.C. BCP Asia Side-by-Side GP NQ L.L.C. BCP CC Holdings GP L.L.C. BCP IV GP L.L.C. BCP IV Side-by-Side GP L.L.C. BCP SGP IV GP L.L.C. BCP V GP L.L.C. BCP V Side-by-Side GP L.L.C. BCP V USS Side-by-Side GP L.L.C. BCP VI GP L.L.C. BCP VI GP NQ L.L.C. BCP VI SBS ESC Holdco L.P. BCP VI Side-by-Side GP L.L.C. BCP VI/BEP II/BEP Holdings Manager L.L.C. 1 Jurisdic(cid:2)on of Incorpora(cid:2)on or Organiza(cid:2)on Delaware Delaware Cayman Islands Delaware Delaware Delaware Delaware Cayman Islands Cayman Islands Delaware Delaware Delaware Cayman Islands Delaware Delaware Delaware Cayman Islands Delaware Cayman Islands Cayman Islands Cayman Islands Delaware Cayman Islands Cayman Islands Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Name BCP VII ESC Mime (Cayman) Ltd. BCP VII GP L.L.C. BCP VII Holdings Manager - NQ L.L.C. BCP VII Holdings Manager (Cayman) L.L.C. BCP VII Holdings Manager L.L.C. BCP VII NQ GP L.L.C. BCP VII Side-by-Side GP L.L.C. BCP VII Side-by-Side GP NQ L.L.C. BCP VII/BCP Asia Holdings Manager (Cayman) L.L.C. BCP VII/BEP II Holdings Manager - NQ L.L.C. BCP VII/BEP II Holdings Manager L.L.C. BCP VIII GP L.L.C. BCP VIII Side-by-Side GP L.L.C. BCP VI-NQ Side-by-Side GP L.L.C. BCP V-NQ (Cayman II) GP L.L.C. BCP V-NQ GP L.L.C. BCVA L.L.C. BCVP Side-by-Side GP L.L.C. BEFIP III - ESC Helios Holdco L.P. BEP 3 Holdings Manager L.L.C. BEP GP L.L.C. BEP II ESC Mime (Cayman) Ltd. BEP II GP L.L.C. BEP II Side-by-Side GP L.L.C. BEP II Side-by-Side GP NQ L.L.C. BEP III Side-by-Side GP L.L.C. BEP NQ Side-by-Side GP L.L.C. BEP Side-by-Side GP L.L.C. BEPIF Alaska Holdco S.à r.l. BFIP (Cayman) Salt VI Ltd. BFIP (Cayman) Salt VI-ESC Ltd. BG(HK)L Holdings L.L.C. BIA (Cayman) GP L.L.C. BIA (Cayman) GP L.P. BIA (Cayman) GP NQ L.L.C. BIA (Cayman) GP NQ L.P. BIA GP L.L.C. BIA GP L.P. BIA GP NQ L.L.C. BIA GP NQ L.P. Bingo Holdings Limited BIP Ulysses GP Holdings Manager L.L.C. BIP Ulysses Guarantor GP Holdings Manager L.L.C. BISA Co-Invest Associates L.L.C. BISG - A GP - NQ L.L.C. Bison RC Op(cid:2)on Associates LLC 2 Jurisdic(cid:2)on of Incorpora(cid:2)on or Organiza(cid:2)on Cayman Islands Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Cayman Islands Delaware Delaware Delaware Delaware Delaware Delaware Luxembourg Cayman Islands Cayman Islands Delaware Delaware Cayman Islands Delaware Cayman Islands Delaware Delaware Delaware Delaware Cayman Islands Cayman Islands Cayman Islands Delaware Delaware Delaware Name Blackstone (China) Equity Investment Management Company Limited Blackstone (FM) Real Estate LLP Blackstone (FM) Real Estate Supervisory GP LLP Blackstone (Shanghai) Equity Investment Management Company Limited Blackstone / GSO Debt Funds Europe Limited Blackstone / GSO Global Dynamic Credit Feeder Fund (Cayman) LP Blackstone / GSO Global Dynamic Credit Funding Designated Ac(cid:2)vity Company Blackstone / GSO Global Dynamic Credit Master Fund Blackstone / GSO Global Dynamic Credit USD Feeder Fund (Ireland) Blackstone ABF Agent LLC Blackstone Administra(cid:2)ve Services Canada ULC Blackstone Administra(cid:2)ve Services Partnership L.P. Blackstone Advisors India Private Limited Blackstone Advisors Korea Limited Blackstone Advisory Services L.L.C. Blackstone AG Associates L.P. Blackstone AG L.L.C. Blackstone AG Ltd. Blackstone Alterna(cid:2)ve Asset Management Associates (LUX) S.à r.l. Blackstone Alterna(cid:2)ve Asset Management Associates LLC Blackstone Alterna(cid:2)ve Asset Management L.P. Blackstone Alterna(cid:2)ve Credit Advisors LP Blackstone Alterna(cid:2)ve Investment Advisors LLC Blackstone Alterna(cid:2)ve Solu(cid:2)ons L.L.C. Blackstone Annex Onshore Fund L.P. Blackstone Asia Family Investment Partnership - ESC (Cayman) - NQ L.P. Blackstone Asia Family Investment Partnership - ESC (Cayman) L.P. Blackstone Asia Family Investment Partnership II - ESC (CYM) L.P. Blackstone Asset Based Finance Advisors LP Blackstone BCLP Associates (Cayman) Ltd. Blackstone BDC Holdings LLC Blackstone Capital Israel Ltd Blackstone Capital Partners Holdings Director L.L.C. Blackstone Catalyst Holdco L.L.C. Blackstone CEMA II GP (CYM) L.P. Blackstone CEMA II GP L.P. Blackstone CEMA II L.L.C. Blackstone CEMA L.L.C. Blackstone CEMA NQ L.L.C. Blackstone Clarus DE L.L.C. Blackstone Clarus GP L.L.C. Blackstone Clarus GP L.P. Blackstone Clarus I L.L.C. Blackstone Clarus II L.L.C. Blackstone Clarus III L.L.C. Blackstone Clean Technology Advisors L.L.C. 3 Jurisdic(cid:2)on of Incorpora(cid:2)on or Organiza(cid:2)on China United Kingdom United Kingdom China Jersey Cayman Islands Ireland Ireland Ireland Delaware Canada Delaware India South Korea Delaware Cayman Islands Delaware Cayman Islands Luxembourg Delaware Delaware Delaware Delaware Delaware Delaware Cayman Islands Cayman Islands Cayman Islands Delaware Cayman Islands Delaware Israel Delaware Delaware Cayman Islands Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Name Blackstone Clean Technology Associates L.L.C. Blackstone CLO Management LLC Blackstone CMBS Opportunity Associates L.L.C. Blackstone COE India Private Limited Blackstone Commercial Real Estate Debt Associates - NQ L.L.C. Blackstone Commercial Real Estate Debt Associates L.L.C. Blackstone Communica(cid:2)ons Advisors I L.L.C. Blackstone Communica(cid:2)ons GP L.L.C. Blackstone Communica(cid:2)ons Management Associates (Cayman) L.P. Blackstone Communica(cid:2)ons Management Associates I L.L.C. Blackstone Core Equity Advisors L.L.C. Blackstone Core Equity Management Associates (Cayman) L.P. Blackstone Core Equity Management Associates (Cayman) NQ L.P. Blackstone Core Equity Management Associates (CYM) II L.P. Blackstone Core Equity Management Associates II (Lux) S.à r.l. Blackstone Core Equity Management Associates II L.P. Blackstone Core Equity Management Associates L.L.C. Blackstone Core Equity Management Associates NQ L.L.C. Blackstone Credit BDC Advisors LLC Blackstone Credit Liquidity Associates (Cayman) L.P. Blackstone Credit Liquidity Associates L.L.C. Blackstone Credit Liquidity GP L.P. Blackstone Credit Liquidity Partners GP L.L.C. Blackstone Credit Systema(cid:2)c Strategies LLC Blackstone Dawn Holdings ESC (Cayman) Ltd Blackstone DD Advisors L.L.C. Blackstone DD Associates L.L.C. Blackstone Disloca(cid:2)on Europe Associates (LUX) S.à r.l. Blackstone Distressed Securi(cid:2)es Advisors L.P. Blackstone Distressed Securi(cid:2)es Associates L.P. Blackstone DL Mezzanine Associates L.P. Blackstone DL Mezzanine Management Associates L.L.C. Blackstone EMA II L.L.C. Blackstone EMA II NQ L.L.C. Blackstone EMA III (Lux) L.L.C. Blackstone EMA III GP (CYM) L.P. Blackstone EMA III GP L.L.C. Blackstone EMA III GP L.P. Blackstone EMA III L.L.C. Blackstone EMA III Ltd. Blackstone EMA IV GP L.P. Blackstone EMA IV L.L.C. Blackstone EMA L.L.C. Blackstone EMA NQ L.L.C. Blackstone Energy Family Investment Partnership (Cayman) ESC L.P. Blackstone Energy Family Investment Partnership (Cayman) II - ESC L.P. 4 Jurisdic(cid:2)on of Incorpora(cid:2)on or Organiza(cid:2)on Delaware Delaware Delaware India Delaware Delaware Delaware Delaware Cayman Islands Delaware Delaware Cayman Islands Cayman Islands Cayman Islands Luxembourg Delaware Delaware Delaware Delaware Cayman Islands Delaware Delaware Delaware Delaware Cayman Islands Delaware Delaware Luxembourg Delaware Delaware Delaware Delaware Delaware Delaware Delaware Cayman Islands Delaware Delaware Delaware Cayman Islands Delaware Delaware Delaware Delaware Cayman Islands Cayman Islands Name Blackstone Energy Family Investment Partnership (Cayman) L.P. Blackstone Energy Family Investment Partnership (CYM) III - ESC L.P. Blackstone Energy Family Investment Partnership ESC L.P. Blackstone Energy Family Investment Partnership II - ESC L.P. Blackstone Energy Family Investment Partnership II - ESC NQ L.P. Blackstone Energy Family Investment Partnership III - ESC L.P. Blackstone Energy Family Investment Partnership L.P. Blackstone Energy Family Investment Partnership NQ ESC L.P. Blackstone Energy LR Associates (Cayman) II Ltd. Blackstone Energy LR Associates (Cayman) Ltd. Blackstone Energy Management Associates (Cayman) II L.P. Blackstone Energy Management Associates (Cayman) L.P. Blackstone Energy Management Associates (CYM) III L.P. Blackstone Energy Management Associates II L.L.C. Blackstone Energy Management Associates II NQ L.L.C. Blackstone Energy Management Associates III (Lux) S.à r.l. Blackstone Energy Management Associates III L.P. Blackstone Energy Management Associates IV (LUX) S.à r.l. Blackstone Energy Management Associates IV L.P. Blackstone Energy Management Associates L.L.C. Blackstone Energy Management Associates NQ L.L.C. Blackstone Europe Fund Management S.à r.l. Blackstone European Property Income Fund Associates (France) S.à r.l. Blackstone European Property Income Fund Associates (German Minority) S.à r.l. Blackstone European Property Income Fund Associates (Lux) S.à r.l. Blackstone European Property Income Fund Associates LP Blackstone European Property Income Fund Associates Ltd. Blackstone Family BAAM Disloca(cid:2)on GP L.L.C. Blackstone Family BAAM Disloca(cid:2)on Investment Partnership L.P. Blackstone Family Cleantech Investment Partnership L.P. Blackstone Family Communica(cid:2)ons Partnership (Cayman) L.P. Blackstone Family Communica(cid:2)ons Partnership I L.P. Blackstone Family Core Equity Partnership - ESC L.P. Blackstone Family Core Equity Partnership - ESC NQ L.P. Blackstone Family Core Equity Partnership (Cayman) - ESC L.P. Blackstone Family Core Equity Partnership (Cayman) - ESC NQ L.P. Blackstone Family Core Equity Partnership (CYM) II - ESC L.P. Blackstone Family Core Equity Partnership II - ESC L.P. Blackstone Family Investment Partnership (Cayman) IV-A L.P. Blackstone Family Investment Partnership (Cayman) V L.P. Blackstone Family Investment Partnership (Cayman) VI - ESC L.P. Blackstone Family Investment Partnership (Cayman) VI L.P. Blackstone Family Investment Partnership (Cayman) VII - ESC L.P. Blackstone Family Investment Partnership (Cayman) VII - ESC NQ L.P. Blackstone Family Investment Partnership (CYM) VIII - ESC L.P. Blackstone Family Investment Partnership (Delaware) V-NQ L.P. 5 Jurisdic(cid:2)on of Incorpora(cid:2)on or Organiza(cid:2)on Cayman Islands Cayman Islands Delaware Delaware Delaware Delaware Delaware Delaware Cayman Islands Cayman Islands Cayman Islands Cayman Islands Cayman Islands Delaware Delaware Luxembourg Delaware Luxembourg Delaware Delaware Delaware Luxembourg Luxembourg Luxembourg Luxembourg Cayman Islands Cayman Islands Delaware Delaware Delaware Cayman Islands Delaware Delaware Delaware Cayman Islands Cayman Islands Cayman Islands Delaware Cayman Islands Cayman Islands Cayman Islands Cayman Islands Cayman Islands Cayman Islands Cayman Islands Delaware Name Blackstone Family Investment Partnership Growth - ESC L.P. Blackstone Family Investment Partnership Growth II - ESC L.P. Blackstone Family Investment Partnership IV - A L.P. Blackstone Family Investment Partnership V L.P. Blackstone Family Investment Partnership V Prime L.P. Blackstone Family Investment Partnership V USS L.P. Blackstone Family Investment Partnership VI - ESC L.P. Blackstone Family Investment Partnership VI L.P. Blackstone Family Investment Partnership VII - ESC L.P. Blackstone Family Investment Partnership VII - ESC NQ L.P. Blackstone Family Investment Partnership VIII - ESC L.P. Blackstone Family Investment Partnership VI-NQ ESC L.P. Blackstone Family Investment Partnership VI-NQ L.P. Blackstone Family Real Estate Debt Strategies II - ESC L.P. Blackstone Family Real Estate Debt Strategies II - Side-by-Side GP L.L.C. Blackstone Family Real Estate Debt Strategies III - ESC L.P. Blackstone Family Real Estate Debt Strategies III Side-by-Side GP L.L.C. Blackstone Family Real Estate Partnership III L.P. Blackstone Family Strategic Capital Holdings Investment Partnership II ESC L.P. Blackstone Family Tac(cid:2)cal Opportuni(cid:2)es FCC Investment Partnership - NQ - ESC L.P. Blackstone Family Tac(cid:2)cal Opportuni(cid:2)es FCC Investment Partnership-NQ L.P. Blackstone Family Tac(cid:2)cal Opportuni(cid:2)es Investment Partnership - NQ - ESC L.P. Blackstone Family Tac(cid:2)cal Opportuni(cid:2)es Investment Partnership - NQ L.P. Blackstone Family Tac(cid:2)cal Opportuni(cid:2)es Investment Partnership (Cayman) - NQ - ESC L.P. Blackstone Family Tac(cid:2)cal Opportuni(cid:2)es Investment Partnership (Cayman) - NQ L.P. Blackstone Family Tac(cid:2)cal Opportuni(cid:2)es Investment Partnership (Cayman) ESC L.P. Blackstone Family Tac(cid:2)cal Opportuni(cid:2)es Investment Partnership ESC L.P. Blackstone Family Tac(cid:2)cal Opportuni(cid:2)es Investment Partnership III - NQ - ESC L.P. Blackstone Family Tac(cid:2)cal Opportuni(cid:2)es Investment Partnership III (Cayman) - NQ - ESC L.P. Blackstone Family Tac(cid:2)cal Opportuni(cid:2)es Investment Partnership III (Cayman) ESC L.P. Blackstone Family Tac(cid:2)cal Opportuni(cid:2)es Investment Partnership III (Cayman) NQ L.P. Blackstone Family Tac(cid:2)cal Opportuni(cid:2)es Investment Partnership III ESC L.P. Blackstone Family Tac(cid:2)cal Opportuni(cid:2)es Investment Partnership IV ESC (CYM) AIV-F L.P. Blackstone Family Tac(cid:2)cal Opportuni(cid:2)es Investment Partnership IV ESC AIV L.P. Blackstone Family Tac(cid:2)cal Opportuni(cid:2)es Investment Partnership IV ESC L.P. Blackstone FI Mezzanine (Cayman) Ltd. Blackstone FI Mezzanine Associates (Cayman) L.P. Blackstone Freedom Associates-T LLC Blackstone GPV Tac(cid:2)cal Partners (Mauri(cid:2)us) - N Ltd. Blackstone Green Private Credit Associates III (Delaware) LLC Blackstone Green Private Credit Associates III (LUX) GP S.à r.l. Blackstone Group Holdings L.L.C. Blackstone Group Holdings L.P. Blackstone Group Interna(cid:2)onal Holdings L.L.C. 6 Jurisdic(cid:2)on of Incorpora(cid:2)on or Organiza(cid:2)on Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Cayman Islands Cayman Islands Cayman Islands Delaware Delaware Cayman Islands Cayman Islands Cayman Islands Delaware Cayman Islands Delaware Delaware Cayman Islands Cayman Islands Delaware Mauri(cid:2)us Delaware Luxembourg Delaware Delaware Delaware Name Blackstone Growth Advisors L.L.C. Blackstone Growth Associates (Lux) S.à r.l. Blackstone Growth Associates II (LUX) S.à r.l. Blackstone Growth Associates II L.P. Blackstone Growth Associates L.P. Blackstone Growth Management Associates (CYM) L.P. Blackstone Harrington Associates L.L.C. Blackstone Harrington Employee Associates L.L.C. Blackstone Harrington Holdings Ltd. Blackstone Holdings AI L.P. Blackstone Holdings Finance Co. L.L.C. Blackstone Holdings I - Sub (BAAM) GP L.L.C. Blackstone Holdings I - Sub GP L.L.C. Blackstone Holdings I L.P. Blackstone Holdings I/II GP L.L.C. Blackstone Holdings II L.P. Blackstone Holdings III GP L.P. Blackstone Holdings III GP Limited Partner L.L.C. Blackstone Holdings III GP Management L.L.C. Blackstone Holdings III GP Sub L.L.C. Blackstone Holdings III L.P. Blackstone Holdings IV GP L.P. Blackstone Holdings IV GP Limited Partner L.L.C. Blackstone Holdings IV GP Management (Delaware) L.P. Blackstone Holdings IV GP Management L.L.C. Blackstone Holdings IV GP Sub L.P. Blackstone Holdings IV L.P. Blackstone Horizon Associates L.L.C. Blackstone Horizon Europe Associates (LUX) S.à r.l. Blackstone Horizon Fund L.P. Blackstone Impact GP (Lux) S.à r.l. Blackstone Impact GP L.P. Blackstone Impact L.L.C. Blackstone Infrastructure Advisors L.L.C. Blackstone Infrastructure Associates (Cayman) L.P. Blackstone Infrastructure Associates (Cayman) NQ L.P. Blackstone Infrastructure Associates (LUX) Miro S.à r.l. Blackstone Infrastructure Associates (Lux) S.à r.l. Blackstone Infrastructure Associates L.P. Blackstone Infrastructure Associates Ltd. Blackstone Infrastructure Associates Non-ECI L.P. Blackstone Infrastructure Associates NQ L.P. Blackstone Infrastructure Associates NQ Ltd. Blackstone Infrastructure Partners Holdings Director L.L.C. Blackstone Innova(cid:2)ons (Cayman) III L.P. Blackstone Innova(cid:2)ons III L.L.C. Blackstone Innova(cid:2)ons L.L.C. 7 Jurisdic(cid:2)on of Incorpora(cid:2)on or Organiza(cid:2)on Delaware Luxembourg Luxembourg Delaware Delaware Cayman Islands Delaware Delaware Cayman Islands Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Canada Canada Delaware Delaware Delaware Canada Canada Delaware Luxembourg Delaware Luxembourg Delaware Delaware Delaware Cayman Islands Cayman Islands Luxembourg Luxembourg Delaware Cayman Islands Delaware Delaware Cayman Islands Delaware Cayman Islands Delaware Delaware Name Blackstone Insurance Solu(cid:2)ons Europe LLP Blackstone Intermediary Holdco L.L.C. Blackstone Ireland Fund Management Limited Blackstone Ireland Limited Blackstone ISG Investment Partners - A Management Associates (Cayman) - NQ L.P. Blackstone ISG Investment Partners - A Management Associates (Lux) S.à r.l. Blackstone ISG-I Advisors L.L.C. Blackstone ISG-II Advisors L.L.C. Blackstone Korea Advisors L.L.C. Blackstone Liberty Place Associates L.P. Blackstone Liberty Place L.L.C. Blackstone Life Sciences Advisors L.L.C. Blackstone Life Sciences Associates IV-V, L.L.C. Blackstone Life Sciences Associates V (CYM) L.L.C. Blackstone Life Sciences Associates V (Lux) S.à r.l. Blackstone Life Sciences Associates V L.P. Blackstone Life Sciences V (CYM) AIV GP L.P. Blackstone Life Sciences Yield Associates L.P. Blackstone Liquid Credit Advisors I LLC Blackstone Liquid Credit Advisors II LLC Blackstone Liquid Credit Strategies LLC Blackstone LR Associates (Cayman) IV Ltd. Blackstone LR Associates (Cayman) IX Ltd. Blackstone LR Associates (Cayman) V Ltd. Blackstone LR Associates (Cayman) VI Ltd. Blackstone LR Associates (Cayman) VI NQ Ltd. Blackstone LR Associates (Cayman) VII Ltd. Blackstone LR Associates (Cayman) VII NQ Ltd. Blackstone LR Associates (Cayman) VIII Ltd. Blackstone LR Associates (Cayman) V-NQ Ltd. Blackstone Management Associates (Cayman II) V-NQ L.P. Blackstone Management Associates (Cayman) IV L.P. Blackstone Management Associates (Cayman) V L.P. Blackstone Management Associates (Cayman) VI L.P. Blackstone Management Associates (Cayman) VI NQ L.P. Blackstone Management Associates (Cayman) VII L.P. Blackstone Management Associates (Cayman) VII NQ L.P. Blackstone Management Associates (CYM) VIII L.P. Blackstone Management Associates (Delaware) V-NQ L.P. Blackstone Management Associates Asia (Lux) S.à r.l. Blackstone Management Associates Asia II (Lux) S.à r.l. Blackstone Management Associates Asia II L.P. Blackstone Management Associates Asia L.P. Blackstone Management Associates Asia NQ L.P. Blackstone Management Associates IV L.L.C. Blackstone Management Associates IX (LUX) S.à r.l. 8 Jurisdic(cid:2)on of Incorpora(cid:2)on or Organiza(cid:2)on United Kingdom Delaware Ireland Ireland Cayman Islands Luxembourg Delaware Delaware Delaware Delaware Delaware Delaware Delaware Cayman Islands Luxembourg Delaware Cayman Islands Cayman Islands Delaware Delaware Delaware Cayman Islands Cayman Islands Cayman Islands Cayman Islands Cayman Islands Cayman Islands Cayman Islands Cayman Islands Cayman Islands Cayman Islands Cayman Islands Cayman Islands Cayman Islands Cayman Islands Cayman Islands Cayman Islands Cayman Islands Delaware Luxembourg Luxembourg Cayman Islands Cayman Islands Cayman Islands Delaware Luxembourg Name Blackstone Management Associates V L.L.C. Blackstone Management Associates V USS L.L.C. Blackstone Management Associates VI L.L.C. Blackstone Management Associates VII L.L.C. Blackstone Management Associates VII NQ L.L.C. Blackstone Management Associates VIII (Lux) S.à r.l. Blackstone Management Associates VIII L.P. Blackstone Management Associates VI-NQ L.L.C. Blackstone Management Partners (India) L.L.C. Blackstone Management Partners III L.L.C. Blackstone Management Partners IV L.L.C. Blackstone Management Partners L.L.C. Blackstone Mezzanine Advisors L.P. Blackstone Mezzanine Associates II L.P. Blackstone Mezzanine Associates II USS L.P. Blackstone Mezzanine Associates L.P. Blackstone Mezzanine GP L.L.C. Blackstone Mezzanine Holdings II L.P. Blackstone Mezzanine Holdings II USS L.P. Blackstone Mezzanine Management Associates II Apt. L.L.C. Blackstone Mezzanine Management Associates II L.L.C. Blackstone Mezzanine Management Associates II USS L.L.C. Blackstone Mezzanine Management Associates L.L.C. Blackstone Mileway Logis(cid:2)cs Associates (LUX) S.à r.l. Blackstone Mul(cid:2)-Asset (Cayman) - NQ GP L.P. Blackstone Mul(cid:2)-Asset Advisors L.L.C. Blackstone Mul(cid:2)-Asset GP II - NQ L.P. Blackstone Mul(cid:2)-Asset GP L.P. Blackstone Mul(cid:2)-Asset Private Associates L.L.C. Blackstone OBS Associates L.P. Blackstone OBS L.L.C. Blackstone OBS Ltd. Blackstone Par(cid:2)cipa(cid:2)on Partnership (Cayman) IV L.P. Blackstone Par(cid:2)cipa(cid:2)on Partnership (Cayman) V L.P. Blackstone Par(cid:2)cipa(cid:2)on Partnership (Delaware) V-NQ L.P. Blackstone Par(cid:2)cipa(cid:2)on Partnership IV L.P. Blackstone Par(cid:2)cipa(cid:2)on Partnership V L.P. Blackstone Par(cid:2)cipa(cid:2)on Partnership V Prime L.P. Blackstone Par(cid:2)cipa(cid:2)on Partnership V USS L.P. Blackstone PAT Holdings IV, L.L.C. Blackstone PB I L.L.C. Blackstone PB II L.L.C. Blackstone PBPEF V L.P. Blackstone PBPIF III L.P. Blackstone PBREF III L.P. Blackstone Pearl Cayman GP Ltd. 9 Jurisdic(cid:2)on of Incorpora(cid:2)on or Organiza(cid:2)on Delaware Delaware Delaware Delaware Delaware Luxembourg Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Luxembourg Cayman Islands Delaware Delaware Delaware Delaware Cayman Islands Delaware Cayman Islands Cayman Islands Cayman Islands Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Cayman Islands Cayman Islands Cayman Islands Cayman Islands Name Blackstone Pearl Cayman L.P. Blackstone Pearl Luxembourg S.à r.l. Blackstone PFF I L.P. Blackstone PIF IV L.P. Blackstone PM (Germany) GmbH Blackstone Power & Natural Resources Holdco G.P. LLC Blackstone PPEF VI L.P. Blackstone Proper(cid:2)es Partners China GP LLC Blackstone Property Advisors L.P. Blackstone Property Associates (Lux) S.à r.l. Blackstone Property Associates Asia (Lux) S.à r.l. Blackstone Property Associates Asia HoldCo L.L.C. Blackstone Property Associates Asia L.P. Blackstone Property Associates Asia Ltd Blackstone Property Associates Europe (Delaware) L.L.C. Blackstone Property Associates Europe (Lux) S.à r.l. Blackstone Property Associates Europe L.P. Blackstone Property Associates Europe Ltd. Blackstone Property Associates Interna(cid:2)onal L.P. Blackstone Property Associates Interna(cid:2)onal-NQ L.P. Blackstone Property Associates L.L.C. Blackstone Property Associates L.P. Blackstone Property Holdings Director L.L.C. Blackstone Property Interna(cid:2)onal L.L.C. Blackstone Property Interna(cid:2)onal Ltd. Blackstone Property Interna(cid:2)onal-NQ L.L.C. Blackstone Property Management L.L.C. Blackstone Property Management Limited Blackstone Property Partners Asia Account - C AIV JPY L.P. Blackstone Property Partners Europe Account - C AIV GBP L.P. Blackstone PTI Associates L.P. Blackstone Real Estate (Cayman) IV Ltd. Blackstone Real Estate (Cayman) V Ltd. Blackstone Real Estate (Cayman) VI Ltd. Blackstone Real Estate (Cayman) VII Ltd. Blackstone Real Estate (Cayman) VIII Ltd. Blackstone Real Estate (Cayman) VIII-NQ Ltd. Blackstone Real Estate (Cayman) VII-NQ Ltd. Blackstone Real Estate (Cayman) VI-Q Ltd. Blackstone Real Estate (Chiswick) Holdings, L.P. Blackstone Real Estate Advisors Europe L.P. Blackstone Real Estate Advisors III L.P. Blackstone Real Estate Advisors Interna(cid:2)onal L.L.C. Blackstone Real Estate Advisors IV L.L.C. Blackstone Real Estate Advisors L.P. Blackstone Real Estate Advisors V L.P. 10 Jurisdic(cid:2)on of Incorpora(cid:2)on or Organiza(cid:2)on Cayman Islands Luxembourg Cayman Islands Cayman Islands Germany Delaware Cayman Islands Delaware Delaware Luxembourg Luxembourg Delaware Cayman Islands Cayman Islands Delaware Luxembourg Cayman Islands Cayman Islands Cayman Islands Cayman Islands Delaware Delaware Delaware Delaware Cayman Islands Delaware Delaware United Kingdom Cayman Islands Delaware Delaware Cayman Islands Cayman Islands Cayman Islands Cayman Islands Cayman Islands Cayman Islands Cayman Islands Cayman Islands Cayman Islands Delaware Delaware Delaware Delaware Delaware Delaware Name Blackstone Real Estate Associates (Oﬀshore) IX L.P. Blackstone Real Estate Associates (Oﬀshore) V L.P. Blackstone Real Estate Associates (Oﬀshore) VI L.P. Blackstone Real Estate Associates (Oﬀshore) VII L.P. Blackstone Real Estate Associates (Oﬀshore) VIII L.P. Blackstone Real Estate Associates (Oﬀshore) VIII-NQ L.P. Blackstone Real Estate Associates (Oﬀshore) VII-NQ L.P. Blackstone Real Estate Associates (Oﬀshore) VI-Q L.P. Blackstone Real Estate Associates Asia II (Lux) S.à r.l. Blackstone Real Estate Associates Asia II L.P. Blackstone Real Estate Associates Asia III (LUX) S.à r.l. Blackstone Real Estate Associates Asia III L.P. Blackstone Real Estate Associates Asia L.P. Blackstone Real Estate Associates Asia-NQ L.P. Blackstone Real Estate Associates Europe (Delaware) III L.L.C. Blackstone Real Estate Associates Europe (Delaware) III-NQ L.L.C. Blackstone Real Estate Associates Europe (Delaware) IV L.L.C. Blackstone Real Estate Associates Europe (Delaware) IV-NQ L.L.C. Blackstone Real Estate Associates Europe (Delaware) V L.L.C. Blackstone Real Estate Associates Europe (Delaware) VI L.L.C. Blackstone Real Estate Associates Europe (Delaware) V-NQ L.L.C. Blackstone Real Estate Associates Europe III L.P. Blackstone Real Estate Associates Europe III-NQ L.P. Blackstone Real Estate Associates Europe IV L.P. Blackstone Real Estate Associates Europe IV-NQ L.P. Blackstone Real Estate Associates Europe V L.P. Blackstone Real Estate Associates Europe VI (Lux) S.à r.l. Blackstone Real Estate Associates Europe VI L.P. Blackstone Real Estate Associates Europe V-NQ L.P. Blackstone Real Estate Associates Interna(cid:2)onal (Delaware) II L.L.C. Blackstone Real Estate Associates Interna(cid:2)onal (Delaware) L.L.C. Blackstone Real Estate Associates Interna(cid:2)onal II L.P. Blackstone Real Estate Associates Interna(cid:2)onal L.P. Blackstone Real Estate Associates IV L.P. Blackstone Real Estate Associates IX (Lux) S.à r.l. Blackstone Real Estate Associates IX L.P. Blackstone Real Estate Associates V L.P. Blackstone Real Estate Associates VI - NQ L.P. Blackstone Real Estate Associates VI (GGP) L.L.C. Blackstone Real Estate Associates VI L.L.C. Blackstone Real Estate Associates VI L.P. Blackstone Real Estate Associates VII L.P. Blackstone Real Estate Associates VIII L.P. Blackstone Real Estate Associates VIII-NQ L.P. Blackstone Real Estate Associates VII-NQ L.P. Blackstone Real Estate Australia Pty Limited 11 Jurisdic(cid:2)on of Incorpora(cid:2)on or Organiza(cid:2)on Cayman Islands Canada Canada Canada Cayman Islands Cayman Islands Canada Canada Luxembourg Cayman Islands Luxembourg Cayman Islands Cayman Islands Cayman Islands Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Cayman Islands Cayman Islands Cayman Islands Luxembourg Cayman Islands Cayman Islands Delaware Delaware Delaware Delaware Delaware Luxembourg Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Australia Name Blackstone Real Estate Capital GP Asia LLP Blackstone Real Estate Capital GP VII L.L.P. Blackstone Real Estate Capital GP VIII LLP Blackstone Real Estate Capital UK Asia II NQ Limited Blackstone Real Estate Capital UK Asia Limited Blackstone Real Estate Capital UK VII Limited Blackstone Real Estate Capital UK VIII Limited Blackstone Real Estate CMBS Associates - G L.L.C. Blackstone Real Estate CMBS Associates Non-IG L.L.C. Blackstone Real Estate Debt Strategies Associates High-Grade L.P. Blackstone Real Estate Debt Strategies Associates II L.P. Blackstone Real Estate Debt Strategies Associates III L.P. Blackstone Real Estate Debt Strategies Associates IV (AIV) L.P. Blackstone Real Estate Debt Strategies Associates IV (Cayman) Ltd. Blackstone Real Estate Debt Strategies Associates IV (Lux) S.à r.l. Blackstone Real Estate Debt Strategies Associates IV L.P. Blackstone Real Estate Debt Strategies Associates V L.P. Blackstone Real Estate Europe (Cayman) III Ltd. Blackstone Real Estate Europe (Cayman) III-NQ Ltd. Blackstone Real Estate Europe (Cayman) IV Ltd. Blackstone Real Estate Europe (Cayman) IV-NQ Ltd. Blackstone Real Estate Europe (Cayman) V Ltd. Blackstone Real Estate Europe (Cayman) VI Ltd. Blackstone Real Estate Europe (Cayman) V-NQ Ltd. Blackstone Real Estate Holdings (Alberta) IV L.P. Blackstone Real Estate Holdings (Oﬀshore) IX-ESC L.P. Blackstone Real Estate Holdings (Oﬀshore) V L.P. Blackstone Real Estate Holdings (Oﬀshore) VI L.P. Blackstone Real Estate Holdings (Oﬀshore) VI-ESC L.P. Blackstone Real Estate Holdings (Oﬀshore) VII L.P. Blackstone Real Estate Holdings (Oﬀshore) VII-ESC L.P. Blackstone Real Estate Holdings (Oﬀshore) VIII-ESC L.P. Blackstone Real Estate Holdings (Oﬀshore) VIII-NQ-ESC L.P. Blackstone Real Estate Holdings (Oﬀshore) VII-NQ L.P. Blackstone Real Estate Holdings (Oﬀshore) VII-NQ-ESC L.P. Blackstone Real Estate Holdings (Oﬀshore) VI-Q ESC L.P. Blackstone Real Estate Holdings (Oﬀshore) VI-Q L.P. Blackstone Real Estate Holdings Asia - ESC L.P. Blackstone Real Estate Holdings Asia II - ESC L.P. Blackstone Real Estate Holdings Asia III - ESC L.P. Blackstone Real Estate Holdings Asia-NQ-ESC L.P. Blackstone Real Estate Holdings Director L.L.C. Blackstone Real Estate Holdings Europe III L.P. Blackstone Real Estate Holdings Europe III-ESC L.P. Blackstone Real Estate Holdings Europe III-NQ ESC L.P. Blackstone Real Estate Holdings Europe III-NQ L.P. 12 Jurisdic(cid:2)on of Incorpora(cid:2)on or Organiza(cid:2)on United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom Delaware Delaware Delaware Delaware Delaware Delaware Cayman Islands Luxembourg Delaware Delaware Cayman Islands Cayman Islands Cayman Islands Cayman Islands Cayman Islands Cayman Islands Cayman Islands Canada Cayman Islands Canada Canada Canada Canada Canada Cayman Islands Cayman Islands Canada Canada Canada Canada Cayman Islands Cayman Islands Cayman Islands Cayman Islands Delaware Canada Canada Canada Canada Name Blackstone Real Estate Holdings Europe IV ESC L.P. Blackstone Real Estate Holdings Europe IV-NQ ESC L.P. Blackstone Real Estate Holdings Europe V ESC L.P. Blackstone Real Estate Holdings Europe VI ESC L.P. Blackstone Real Estate Holdings Europe V-NQ ESC L.P. Blackstone Real Estate Holdings Interna(cid:2)onal II - Q L.P. Blackstone Real Estate Holdings Interna(cid:2)onal II L.P. Blackstone Real Estate Holdings IV L.P. Blackstone Real Estate Holdings IX-ESC L.P. Blackstone Real Estate Holdings V L.P. Blackstone Real Estate Holdings VI - ESC L.P. Blackstone Real Estate Holdings VI - NQ ESC L.P. Blackstone Real Estate Holdings VI - NQ L.P. Blackstone Real Estate Holdings VI L.P. Blackstone Real Estate Holdings VII - ESC L.P. Blackstone Real Estate Holdings VII L.P. Blackstone Real Estate Holdings VIII-ESC L.P. Blackstone Real Estate Holdings VIII-NQ-ESC L.P. Blackstone Real Estate Holdings VII-NQ L.P. Blackstone Real Estate Holdings VII-NQ-ESC L.P. Blackstone Real Estate Income Advisors L.L.C. Blackstone Real Estate Interna(cid:2)onal (Cayman) II Ltd Blackstone Real Estate Interna(cid:2)onal (Cayman) Ltd. Blackstone Real Estate Korea Ltd. Blackstone Real Estate Management Associates Europe III L.P. Blackstone Real Estate Management Associates Europe III-NQ L.P. Blackstone Real Estate Management Associates Interna(cid:2)onal II L.P. Blackstone Real Estate Management Associates Interna(cid:2)onal L.P. Blackstone Real Estate Partners Capital GP Asia II NQ LLP Blackstone Real Estate Partners Holdings Limited Blackstone Real Estate Partners Limited Blackstone Real Estate Partners Supervisory GP Asia II NQ LLP Blackstone Real Estate Partners VII L.L.C. Blackstone Real Estate Partners VI-VD L.L.C. Blackstone Real Estate Services L.L.C. Blackstone Real Estate Special Situa(cid:2)ons (Alberta) II GP L.P. Blackstone Real Estate Special Situa(cid:2)ons Advisors (Isobel) L.L.C. Blackstone Real Estate Special Situa(cid:2)ons Advisors L.L.C. Blackstone Real Estate Special Situa(cid:2)ons Associates Europe - NQ L.L.C. Blackstone Real Estate Special Situa(cid:2)ons Associates Europe (Delaware) L.L.C. Blackstone Real Estate Special Situa(cid:2)ons Associates Europe L.P. Blackstone Real Estate Special Situa(cid:2)ons Associates II L.L.C. Blackstone Real Estate Special Situa(cid:2)ons Associates II-NQ L.L.C. Blackstone Real Estate Special Situa(cid:2)ons Associates L.L.C. Blackstone Real Estate Special Situa(cid:2)ons Europe (Cayman) Ltd. Blackstone Real Estate Special Situa(cid:2)ons Europe GP L.L.C. 13 Jurisdic(cid:2)on of Incorpora(cid:2)on or Organiza(cid:2)on Cayman Islands Cayman Islands Cayman Islands Cayman Islands Cayman Islands Canada Canada Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Cayman Islands Cayman Islands South Korea Canada Canada Canada Canada United Kingdom United Kingdom United Kingdom United Kingdom Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Cayman Islands Delaware Name Blackstone Real Estate Special Situa(cid:2)ons Europe GP L.P. Blackstone Real Estate Special Situa(cid:2)ons Holdings Europe L.P. Blackstone Real Estate Special Situa(cid:2)ons Holdings Europe-ESC L.P. Blackstone Real Estate Special Situa(cid:2)ons Holdings II - ESC L.P. Blackstone Real Estate Special Situa(cid:2)ons Holdings II L.P. Blackstone Real Estate Special Situa(cid:2)ons Holdings II-NQ L.P. Blackstone Real Estate Special Situa(cid:2)ons Holdings L.P. Blackstone Real Estate Special Situa(cid:2)ons Management Associates Europe L.P. Blackstone Real Estate Special Situa(cid:2)ons Side-by-Side GP L.L.C. Blackstone Real Estate Special Situa(cid:2)ons-NQ Side-by-Side GP L.L.C. Blackstone Real Estate Supervisory UK Asia II NQ Limited Blackstone Real Estate Supervisory UK Asia Limited Blackstone Real Estate Supervisory UK Limited Blackstone Real Estate Supervisory UK VII Limited Blackstone Real Estate Supervisory UK VIII Limited Blackstone Real Estate UK Limited Blackstone Residen(cid:2)al GP L.L.C. Blackstone Residen(cid:2)al L.L.C. Blackstone Residen(cid:2)al Opportuni(cid:2)es Associates L.L.C. Blackstone Securi(cid:2)es Partners L.P. Blackstone Senﬁna Advisors L.L.C. Blackstone Senﬁna Associates L.L.C. Blackstone Services Mauri(cid:2)us II Ltd Blackstone Services Mauri(cid:2)us Ltd Blackstone SGP Associates (Cayman) IV Ltd. Blackstone SGP Family Investment Partnership (Cayman) IV-A L.P. Blackstone SGP Management Associates (Cayman) IV L.P. Blackstone SGP Par(cid:2)cipa(cid:2)on Partnership (Cayman) IV L.P. Blackstone Singapore Pte. Ltd. Blackstone Strategic Alliance Advisors L.L.C. Blackstone Strategic Alliance Associates II L.L.C. Blackstone Strategic Alliance Associates III L.L.C. Blackstone Strategic Alliance Associates IV L.L.C. Blackstone Strategic Alliance Associates L.L.C. Blackstone Strategic Alliance Fund IV (Lux GP) S.à r.l. Blackstone Strategic Alliance Fund L.P. Blackstone Strategic Capital Advisors L.L.C. Blackstone Strategic Capital Associates (Cayman) II Ltd. Blackstone Strategic Capital Associates B L.L.C. Blackstone Strategic Capital Associates II (Lux) S.à r.l. Blackstone Strategic Capital Associates II B L.P. Blackstone Strategic Capital Associates II L.P. Blackstone Strategic Capital Associates L.L.C. Blackstone Strategic Capital Holdings Director L.L.C. Blackstone Strategic Opportunity Associates L.L.C. Blackstone Switzerland GmbH 14 Jurisdic(cid:2)on of Incorpora(cid:2)on or Organiza(cid:2)on Delaware Canada Canada Delaware Delaware Delaware Cayman Islands Canada Delaware Delaware United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom Delaware Delaware Delaware Delaware Delaware Delaware Mauri(cid:2)us Mauri(cid:2)us Cayman Islands Cayman Islands Cayman Islands Cayman Islands Singapore Delaware Delaware Delaware Delaware Delaware Luxembourg Delaware Delaware Cayman Islands Delaware Luxembourg Delaware Delaware Delaware Delaware Delaware Switzerland Name Blackstone Tac(cid:2)cal Opportuni(cid:2)es AD Associates (Cayman) - NQ Ltd. Blackstone Tac(cid:2)cal Opportuni(cid:2)es AD Associates (Cayman) Ltd. Blackstone Tac(cid:2)cal Opportuni(cid:2)es Advisors L.L.C. Blackstone Tac(cid:2)cal Opportuni(cid:2)es Associates - NQ L.L.C. Blackstone Tac(cid:2)cal Opportuni(cid:2)es Associates (Lux) GP S.à r.l. Blackstone Tac(cid:2)cal Opportuni(cid:2)es Associates II L.L.C. Blackstone Tac(cid:2)cal Opportuni(cid:2)es Associates III - NQ L.P. Blackstone Tac(cid:2)cal Opportuni(cid:2)es Associates III L.P. Blackstone Tac(cid:2)cal Opportuni(cid:2)es Associates IV (Lux) GP S.à r.l. Blackstone Tac(cid:2)cal Opportuni(cid:2)es Associates IV L.P. Blackstone Tac(cid:2)cal Opportuni(cid:2)es Associates L.L.C. Blackstone Tac(cid:2)cal Opportuni(cid:2)es LR Associates (Cayman) - NQ Ltd. Blackstone Tac(cid:2)cal Opportuni(cid:2)es LR Associates (Cayman) Ltd. Blackstone Tac(cid:2)cal Opportuni(cid:2)es LR Associates-B (Cayman) Ltd. Blackstone Tac(cid:2)cal Opportuni(cid:2)es Management Associates (Cayman) - NQ L.P. Blackstone Tac(cid:2)cal Opportuni(cid:2)es Management Associates (Cayman) L.P. Blackstone Tac(cid:2)cal Opportuni(cid:2)es Management Associates III (Cayman) - NQ L.P. Blackstone Tac(cid:2)cal Opportuni(cid:2)es Management Associates III (Cayman) L.P. Blackstone Tac(cid:2)cal Opportuni(cid:2)es Management Associates IV (CYM) - NQ L.P. Blackstone Tac(cid:2)cal Opportuni(cid:2)es RL Associates L.P. Blackstone Tac(cid:2)cal Opportuni(cid:2)es Stable Income Associates - NQ L.L.C. Blackstone Tac(cid:2)cal Opportuni(cid:2)es Stable Income Associates L.L.C. Blackstone Tac(cid:2)cal Opportuni(cid:2)es Stable Income Associates Oﬀshore - NQ L.L.C. Blackstone Tac(cid:2)cal Opportuni(cid:2)es Stable Income LR Associates (Cayman) - NQ Ltd. Blackstone Tac(cid:2)cal Opportuni(cid:2)es Stable Income LR Associates (Cayman) Ltd. Blackstone Tac(cid:2)cal Opportuni(cid:2)es Stable Income Management Associates (Cayman) - NQ L.P. Blackstone Tac(cid:2)cal Opportuni(cid:2)es Stable Income Management Associates (Cayman) L.P. Blackstone Tenex L.P. Blackstone TM L.L.C. Blackstone TORO REIT Manager, L.L.C. Blackstone Total Alterna(cid:2)ves Solu(cid:2)on Associates 2015 I L.P. Blackstone Total Alterna(cid:2)ves Solu(cid:2)on Associates 2016 L.P. Blackstone Total Alterna(cid:2)ves Solu(cid:2)on Associates IV L.P. Blackstone Total Alterna(cid:2)ves Solu(cid:2)on Associates L.P. Blackstone Total Alterna(cid:2)ves Solu(cid:2)on Associates V L.P. Blackstone Total Alterna(cid:2)ves Solu(cid:2)on Associates VI L.P. Blackstone Total Alterna(cid:2)ves Solu(cid:2)on Associates VII L.P. Blackstone Total Alterna(cid:2)ves Solu(cid:2)on Associates VIII L.P. Blackstone Total Alterna(cid:2)ves Solu(cid:2)on Associates-NQ 2015 I L.P. Blackstone Total Alterna(cid:2)ves Solu(cid:2)on Associates-NQ 2016 L.P. Blackstone Total Alterna(cid:2)ves Solu(cid:2)on Associates-NQ IV L.P. Blackstone Total Alterna(cid:2)ves Solu(cid:2)on Associates-NQ L.P. Blackstone Total Alterna(cid:2)ves Solu(cid:2)on Associates-NQ V L.P. Blackstone Treasury Asia Pte. Limited Blackstone Treasury Holdings II L.L.C. 15 Jurisdic(cid:2)on of Incorpora(cid:2)on or Organiza(cid:2)on Cayman Islands Cayman Islands Delaware Delaware Luxembourg Delaware Delaware Delaware Luxembourg Delaware Delaware Cayman Islands Cayman Islands Cayman Islands Cayman Islands Cayman Islands Cayman Islands Cayman Islands Cayman Islands Cayman Islands Delaware Delaware Delaware Cayman Islands Cayman Islands Cayman Islands Cayman Islands Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Singapore Delaware Name Blackstone Treasury Holdings III L.L.C. Blackstone Treasury Interna(cid:2)onal Holdings L.L.C. Blackstone Treasury Solu(cid:2)ons Advisors L.L.C. Blackstone Treasury Solu(cid:2)ons Associates L.L.C. Blackstone UK Mortgage Opportuni(cid:2)es LR Associates (Cayman) Ltd. Blackstone UK Mortgage Opportuni(cid:2)es Management Associates (Cayman) L.P. Blackstone UK Real Estate Supervisory Asia LLP Blackstone UK Real Estate Supervisory VII LLP Blackstone UK Real Estate Supervisory VIII LLP Blackstone/GSO Capital Solu(cid:2)ons Associates LLC Blackstone/GSO Capital Solu(cid:2)ons Overseas Associates LLC Blackstone/GSO Debt Funds Europe (Luxembourg) S.à r.l. BMA Asia II GP L.P. BMA Asia II L.L.C. BMA Asia II Ltd. BMA Asia L.L.C. BMA Asia Ltd. BMA Asia NQ L.L.C. BMA Asia NQ Ltd. BMA V L.L.C. BMA V USS L.L.C. BMA VI L.L.C. BMA VII L.L.C. BMA VII NQ L.L.C. BMA VIII GP (CYM) L.P. BMA VIII GP L.P. BMA VIII L.L.C. BMA VI-NQ L.L.C. BMEZ Advisors L.L.C. BMP II Side-by-Side GP L.L.C. BMP II USS Side-by-Side GP L.L.C. BPP Advisors L.L.C. BPP Core Asia Associates L.P. BPP Core Asia Associates-NQ L.P. BPP Core Asia L.L.C. BPP Core Asia Ltd. BPP Core Asia-NQ L.L.C. BPP Core Asia-NQ Ltd. BPP Pris(cid:2)ne Co-Invest GP ULC BPP Pris(cid:2)ne Co-Invest Special LP ULC BPP Pris(cid:2)ne Holdings GP Limited BRE Advisors Europe L.L.C. BRE Advisors III L.L.C. BRE Advisors Interna(cid:2)onal L.L.C. BRE Advisors IV L.L.C. BRE Advisors V L.L.C. 16 Jurisdic(cid:2)on of Incorpora(cid:2)on or Organiza(cid:2)on Delaware Delaware Delaware Delaware Cayman Islands Cayman Islands United Kingdom United Kingdom United Kingdom Delaware Delaware Luxembourg Cayman Islands Delaware Cayman Islands Delaware Cayman Islands Delaware Cayman Islands Delaware Delaware Delaware Delaware Delaware Cayman Islands Delaware Delaware Delaware Delaware Delaware Delaware Delaware Cayman Islands Cayman Islands Delaware Cayman Islands Delaware Cayman Islands Canada Canada Cayman Islands Delaware Delaware Delaware Delaware Delaware Name BRE Advisors VI L.L.C. BRE Associates Interna(cid:2)onal (Cayman) II Ltd. BRE/SW Green Associates L.P. BREA Asia III (Cayman) L.P. BREA Edens L.L.C. BREA Europe VI (Cayman) L.P. BREA Interna(cid:2)onal (Cayman) II Ltd. BREA Interna(cid:2)onal (Cayman) Ltd. BREA IV L.L.C. BREA IX (Delaware) L.P. BREA IX (Oﬀshore) (Cayman) L.P. BREA IX L.L.C. BREA IX Ltd. BREA OMP GP L.L.C. BREA V L.L.C. BREA VI L.L.C. BREA VII L.L.C. BREA VIII L.L.C. BREA VIII-NQ L.L.C. BREA VII-NQ L.L.C. BREA VI-NQ L.L.C. BREAI (Delaware) II L.L.C. BREAI II L.P. BRECA L.L.C. BREDS Associates HG Loan NQ L.P. BREDS Associates II Loan NQ L.P. BREDS Associates II NQ L.P. BREDS Associates III Loan NQ L.P. BREDS Associates III NQ PE L.P. BREDS Capital GP LLP BREDS Capital UK Limited BREDS Europe HG Holdings NQ GP Ltd. BREDS HG GP NQ - AIV L.L.C. BREDS High-Grade GP L.L.C. BREDS II Feeder Fund GP L.P. BREDS II Feeder GP LTD. BREDS II GP - Gaussian L.L.C. BREDS II GP - Gaussian NQ L.L.C. BREDS II GP L.L.C. BREDS II GP NQ - AIV L.L.C. BREDS II GP NQ L.L.C. BREDS II LR Associates (Cayman) - NQ Ltd. BREDS III (Cayman) NQ Ltd. BREDS III Associates (Cayman) NQ L.P. BREDS III Capital GP LLP BREDS III Capital UK Limited 17 Jurisdic(cid:2)on of Incorpora(cid:2)on or Organiza(cid:2)on Delaware Cayman Islands Cayman Islands Cayman Islands Delaware Cayman Islands Cayman Islands Cayman Islands Delaware Delaware Cayman Islands Delaware Cayman Islands Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware United Kingdom United Kingdom Cayman Islands Delaware Delaware Cayman Islands Cayman Islands Delaware Delaware Delaware Delaware Delaware Cayman Islands Cayman Islands Cayman Islands United Kingdom United Kingdom Name BREDS III Feeder Fund GP L.P. BREDS III GP L.L.C. BREDS III GP NQ - AIV L.L.C. BREDS III GP NQ L.L.C. BREDS III GP NQ PE L.L.C. BREDS III Supervisory UK LLP BREDS III UK L.L.C. BREDS III UK Supervisory Limited BREDS IV (AIV) GP L.L.C. BREDS IV Capital GP LLP BREDS IV Capital UK Limited BREDS IV Feeder Fund GP L.P. BREDS IV GP L.L.C. BREDS IV L.P. BREDS IV Supervisory UK LLP BREDS IV UK Supervisory Limited BREDS IV-A L.P. BREDS Supervisory UK LLP BREDS UK L.L.C. BREDS UK Supervisory Limited BREDS V Feeder Fund GP L.P. BREDS V GP L.L.C. BREDS V L.P. BREIT Special Limited Partner L.P. BREMAI II L.P. BREP Asia - NQ L.L.C. BREP Asia - NQ Side-by-Side GP L.L.C. BREP Asia II L.L.C. BREP Asia II Ltd. BREP Asia III L.L.C. BREP Asia III Ltd. BREP Asia L.L.C. BREP Asia Ltd. BREP Asia Side-by-Side GP L.L.C. BREP Asia UK L.L.C. BREP Chiswick GP L.L.C. BREP Co-Invest GP L.L.C. BREP Co-Invest GP L.P. BREP Edens Associates L.P. BREP Europe III GP L.L.C. BREP Europe III GP L.P. BREP Europe III-NQ GP L.L.C. BREP Europe III-NQ GP L.P. BREP Interna(cid:2)onal GP L.L.C. BREP Interna(cid:2)onal GP L.P. BREP Interna(cid:2)onal II - Q GP L.P. 18 Jurisdic(cid:2)on of Incorpora(cid:2)on or Organiza(cid:2)on Cayman Islands Delaware Delaware Delaware Delaware United Kingdom Delaware United Kingdom Delaware United Kingdom United Kingdom Cayman Islands Delaware Delaware United Kingdom United Kingdom Delaware United Kingdom Delaware United Kingdom Cayman Islands Delaware Delaware Delaware Canada Delaware Delaware Delaware Cayman Islands Delaware Cayman Islands Delaware Cayman Islands Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Name BREP Interna(cid:2)onal II GP L.L.C. BREP Interna(cid:2)onal II GP L.P. BREP Interna(cid:2)onal II-Q GP L.L.C. BREP IV (Oﬀshore) GP L.L.C. BREP IV (Oﬀshore) GP L.P. BREP IV Side-by-Side GP L.L.C. BREP IX (Oﬀshore) GP L.L.C. BREP IX (Oﬀshore) GP L.P. BREP IX-NQ (Oﬀshore) GP L.P. BREP OMP Associates L.P. BREP V (Oﬀshore) GP L.L.C. BREP V (Oﬀshore) GP L.P. BREP V Side-by-Side GP L.L.C. BREP VI - NQ Side-by-Side GP L.L.C. BREP VI - Q (Oﬀshore) GP L.L.C. BREP VI (Oﬀshore) GP L.L.C. BREP VI (Oﬀshore) GP L.P. BREP VI Side-by-Side GP L.L.C. BREP VII (Oﬀshore) GP L.L.C. BREP VII (Oﬀshore) GP L.P. BREP VII Side-by-Side GP L.L.C. BREP VIII (Oﬀshore) GP L.L.C. BREP VIII (Oﬀshore) GP L.P. BREP VIII Side-by-Side GP L.L.C. BREP VIII UK L.L.C. BREP VIII-NQ (Oﬀshore) GP L.L.C. BREP VIII-NQ (Oﬀshore) GP L.P. BREP VIII-NQ Side-by-Side GP L.L.C. BREP VII-NQ (Oﬀshore) GP L.L.C. BREP VII-NQ (Oﬀshore) GP L.P. BREP VII-NQ Side-by-Side GP L.L.C. BREP VI-Q (Oﬀshore) GP L.P. BRESE L.L.C. BSAF III GP LLC BSCA Advisors L.L.C. BSCA Associates L.L.C. BSCA II B GP L.P. BSCA II B L.L.C. BSCA II GP L.P. BSCA II L.L.C. BSCH Side-By-Side GP L.L.C. BSSF Holdings Intermediary (Cayman) Ltd. BSSF I AIV GP L.L.C. BTAS Associates L.L.C. BTAS Associates-NQ L.L.C. BTD CP Holdings LP 19 Jurisdic(cid:2)on of Incorpora(cid:2)on or Organiza(cid:2)on Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Cayman Islands Delaware Delaware Delaware Delaware Name BTO - FCC NQ Side-by-Side GP L.L.C. BTO - NQ Side-by-Side GP L.L.C. BTO AD (Cayman) - NQ GP L.P. BTO AD GP L.L.C. BTO Ascenty ESC (Cayman), L.P. BTO Asia SBS Holding I Ltd. BTO BA Fiber ESC (Cayman) L.P. BTO BTIG ESC Holdings L.P. BTO Caesars Manager L.L.C. BTO Commodi(cid:2)es Manager L.L.C. BTO CR Fund Associates (Cayman) L.P. BTO DE GP - NQ L.L.C. BTO Eletson Manager L.L.C. BTO ESC Park Holdings L.P. BTO ESC Precision Holdings L.P. BTO ESC PTI Interna(cid:2)onal Holdings L.P. BTO ESC PTI US Holdings L.P. BTO ESC RGB Holdings L.P. BTO European Diversiﬁed Property Manager LLC BTO FCC Associates - NQ L.L.C. BTO Feather Holdings ESC (Mauri(cid:2)us) Ltd BTO Flames Manager Inc. BTO Freeze Parent GP LLC BTO Gamma Manager L.L.C. BTO George Manager L.L.C. BTO GP - NQ L.L.C. BTO GP Finance LLC BTO GP L.L.C. BTO Hafnia Manager L.L.C. BTO Hercules Manager L.L.C. BTO HFZ Manager L.L.C. BTO Holdco Manager L.L.C. BTO Holdings (Cayman)- NQ Manager L.L.C. BTO Holdings Cayman Manager L.L.C. BTO Holdings Manager - NQ L.L.C. BTO Holdings Manager L.L.C. BTO IH3 Manager L.L.C. BTO Italian Manager L.L.C. BTO Koala Manager L.L.C. BTO Life Se(cid:3)lement Manager L.L.C. BTO NCR Holdings - ESC L.P. BTO Night Manager L.L.C. BTO Omaha Manager L.L.C. BTO One Market Plaza Manager L.L.C. BTO Peachtree Fund ESC L.P. BTO Peachtree Holdings Manager L.L.C. 20 Jurisdic(cid:2)on of Incorpora(cid:2)on or Organiza(cid:2)on Delaware Delaware Cayman Islands Delaware Cayman Islands Cayman Islands Cayman Islands Delaware Delaware Delaware Cayman Islands Delaware Delaware Delaware Delaware Cayman Islands Delaware Delaware Delaware Delaware Mauri(cid:2)us Canada Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Name BTO Pluto Manager L.L.C. BTO Resolu(cid:2)on Manager L.L.C. BTO Rothesay Manager L.L.C. BTO RPL Manager L.L.C. BTO Side-by-Side GP L.L.C. BTO SKYY Master Holding GP BTOA - NQ L.L.C. BTOA AD L.P. BTOA II L.L.C. BTOA III - NQ L.P. BTOA III (Cayman) - GP L.P. BTOA III (Cayman) - NQ GP L.P. BTOA III L.P. BTOA III Lux L.L.C. BTOA IV (CYM) - NQ GP L.P. BTOA IV L.P. BTOA L.L.C. BTOSI GP - NQ L.L.C. BTOSI GP L.L.C. BTOSI Holdings Manager - NQ L.L.C. BTOSIA - NQ L.L.C. BTOSIA L.L.C. BTOSIAO - NQ L.L.C. BUMO GP L.L.C. Buzz Holdings GP L.L.C. BX Bodyguard Royal(cid:2)es (CYM) GP L.L.C. BX Mexico Advisors, S.A. de C.V. BX RE Ventures L.L.C. BX REIT Advisors L.L.C. BXC Azul Associates LLC BXC DL (WH) Holdings LLC BXC Jade Associates LLC BXC MayBay Finance GP Inc. BXC Whole Loan Associates LLC BXG GP L.L.C. BXG Holdings Manager (CYM) L.L.C. BXG Holdings Manager L.L.C. BXG II (Cayman) Ltd. BXG II GP L.L.C. BXG II Side-by-Side GP L.L.C. BXG Side-by-Side GP L.L.C. BXGA GP (CYM) L.P. BXGA GP L.P. BXGA II GP L.P. BXGA II L.L.C. BXGA L.L.C. 21 Jurisdic(cid:2)on of Incorpora(cid:2)on or Organiza(cid:2)on Delaware Delaware Delaware Delaware Delaware Cayman Islands Delaware Delaware Delaware Delaware Cayman Islands Cayman Islands Delaware Delaware Cayman Islands Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Cayman Islands Mexico Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Cayman Islands Delaware Cayman Islands Delaware Delaware Delaware Cayman Islands Delaware Delaware Delaware Delaware Name BXLS Family Investment Partnership (CYM) V - ESC L.P. BXLS Family Investment Partnership V - ESC L.P. BXLS LR Associates (Cayman) V Ltd. BXLS V GP L.P. BXLS V L.L.C. BXLS V Side-by-Side GP L.L.C. BXLS Yield GP L.P. BXLS Yield HoldCo (CYM) GP L.L.C. BXLS Yield L.L.C. BXMT Advisors L.L.C. BZDIF Associates GP (DEL) L.L.C. BZDIF Associates GP Ltd. BZDIF Associates L.P. BZDIF Associates Ltd. Catalyst Fund Holdco L.P. CFS ESC Lower Holdings (Delaware) GP L.L.C. CFS Holdings (Cayman) ESC, L.P. CHK Mid-Con Co-Invest Associates LLC Clarus IV GP, L.P. Clarus IV GP, LLC Clarus Ventures, LLC Cleveland Tonkawa CIM, LLC CQP Common Holdco GP LLC CQP Common Holdco Parent GP LLC CQP SuperHoldCo GP LLC CQP SuperHoldCo Parent GP LLC CT High Grade Partners II Co-Invest, LLC CT Investment Management Co., LLC DCI (Europe) Limited DCI Asset Management Ireland Limited DCI GP, LLC Equity Healthcare L.L.C. ESDF II ABL Borrower Associates Ltd. FourFive SBS Holding Ltd G QCM GP S.à r.l. G QCM SLP LLC G QCM Special LP Graphite Holdings LLC GSO 3 Bear Energy Holdings Associates LLC GSO Advisor Holdings L.L.C. GSO Aiguille des Grands Montets Associates LLC GSO Aiguille Des Grands Montets GP LTD GSO Altus Holdings Associates LLC GSO AMD Holdings Associates LLC GSO Associates LLC GSO Bakken Associates I LLC 22 Jurisdic(cid:2)on of Incorpora(cid:2)on or Organiza(cid:2)on Cayman Islands Delaware Cayman Islands Delaware Delaware Delaware Delaware Cayman Islands Cayman Islands Delaware Delaware Cayman Islands Cayman Islands Cayman Islands Delaware Delaware Cayman Islands Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware United Kingdom Ireland Delaware Delaware Cayman Islands Cayman Islands Luxembourg Delaware Cayman Islands Delaware Delaware Delaware Delaware Cayman Islands Delaware Delaware Delaware Delaware Name GSO Bandera Strategic Credit Associates I LLC GSO Beacon Co-Invest Associates LLC GSO BISA Blazer Associates LLC GSO Blazer Holdings Associates LLC GSO BSOF SLP LLC GSO Cactus Credit Opportuni(cid:2)es Associates LLC GSO CalPeak Energy Associates LLC GSO Capital Opportuni(cid:2)es Associates II (Cayman) Ltd. 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GSO Credit Alpha Associates II (Delaware) LLC GSO Credit Alpha Associates II LP GSO Credit Alpha Associates LLC 23 Jurisdic(cid:2)on of Incorpora(cid:2)on or Organiza(cid:2)on Delaware Delaware Delaware Delaware Delaware Delaware Delaware Cayman Islands Delaware Delaware Cayman Islands Delaware Delaware Delaware Luxembourg Cayman Islands Delaware Delaware Delaware Texas Texas United Kingdom Delaware Cayman Islands Delaware Cayman Islands Cayman Islands Delaware Luxembourg Cayman Islands Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Cayman Islands Delaware Cayman Islands Delaware Name GSO Credit Alpha Diversiﬁed Alterna(cid:2)ves Associates LLC GSO Credit-A Associates LLC GSO CSF III Co-Investment Associates (Cayman) Ltd. GSO CSF III Co-Investment Associates (Delaware) LLC GSO CSF III Co-Investment Associates LP GSO Delaware Holdings Associates LLC GSO Diamond Por(cid:6)olio Associates LLC GSO Direct Lending Fund-D Associates LLC GSO DL Co-Invest CI Associates LLC GSO DL Co-Invest EIS Associates LLC GSO DP Associates LLC GSO DrillCo Holdings Associates II LLC GSO DrillCo Holdings Associates LLC GSO EM Holdings Associates LLC GSO Energy E&P Holdings 4 Co-Invest Associates LLC GSO Energy Lending Fund-A Onshore Associates LLC GSO Energy Lending Fund-A Overseas Associates LLC GSO Energy Market Opportuni(cid:2)es Associates LLC GSO Energy Partners-A Associates LLC GSO Energy Partners-B Associates LLC GSO Energy Partners-C Associates II LLC GSO Energy Partners-C Associates LLC GSO Energy Partners-D Associates LLC GSO Energy Partners-E Associates LLC GSO Energy Select Opportuni(cid:2)es Associates II (Cayman) Ltd. GSO Energy Select Opportuni(cid:2)es Associates II (Delaware) LLC GSO Energy Select Opportuni(cid:2)es Associates II (EEA) GP S.à r.l. GSO Energy Select Opportuni(cid:2)es Associates II LP GSO Energy Select Opportuni(cid:2)es Associates LLC GSO Equitable Holdings Associates LLC GSO European Senior Debt Associates II (Cayman) Ltd. GSO European Senior Debt Associates II (Delaware) LLC GSO European Senior Debt Associates II (EEA) GP S.à r.l. GSO European Senior Debt Associates II LP GSO European Senior Debt Associates LLC GSO FPP Associates LLC GSO FSGCOF Holdings LLC GSO FSIC Holdings LLC GSO FSIC III Holdings LLC GSO FSIC IV Holdings LLC GSO GEPH Holdings Associates LLC GSO Global Dynamic Credit Associates LLC GSO Harrington Credit Alpha Associates L.L.C. GSO Holdings I L.L.C. GSO Holdings II L.L.C. GSO Holdings III L.L.C. 24 Jurisdic(cid:2)on of Incorpora(cid:2)on or Organiza(cid:2)on Delaware Delaware Cayman Islands Delaware Cayman Islands Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Cayman Islands Delaware Luxembourg Cayman Islands Delaware Delaware Cayman Islands Delaware Luxembourg Cayman Islands Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Name GSO IH Holdings Associates LLC GSO IM Holdings Associates LLC GSO Jasmine Associates LLC GSO M5 Holdings Associates LLC GSO M6 Holdings Associates LLC GSO MAK Associates LLC GSO MMBU Holdings Associates LLC GSO Nemo Associates LLC GSO Oasis Credit Associates LLC GSO Orchid Associates LLC GSO Overseas Associates LLC GSO Palme(cid:3)o Capital Associates LLC GSO Palme(cid:3)o Opportunis(cid:2)c Associates LLC GSO Rodeo Holdings Associates LLC GSO SFRO Associates LLC GSO SJ Partners Associates LLC GSO Spartan Associates LLC GSO ST Holdings Associates LLC GSO Targeted Opportunity Associates LLC GSO Targeted Opportunity Master Associates LLC GSO Targeted Opportunity Overseas Associates LLC GSO Tiger Holdings Associates LLC GSO WPX Holdings Associates LLC Harvest Fund Advisors, LLC Harvest Fund Holdco L.P. Harvest Fund Manager LLC Hexagon Holding ESC (Mauri(cid:2)us) Ltd Huskies Acquisi(cid:2)on LLC Immortality ESC Ltd. Lexington Na(cid:2)onal Land Services, LLC Lifestyle SBS (Singapore) Holding Pte. Ltd. Lifestyle SBS Holding Ltd LNLS HoldCo LLC LNLS Upper Holdings LLC LSV Fund 3 GP (Cayman) Ltd. LSV Fund 4 GP (Cayman) Ltd. LSV Fund 5 GP (Cayman) Ltd. LSV Fund GP (Cayman) Ltd. MarketPark O&G HoldCo II LLC MarketPark O&G HoldCo III LLC MB Asia REA L.L.C. MB Asia REA L.P. MB Asia REA Ltd. MB Asia Real Estate Associates L.P. ML Asian R.E. Fund GP, L.P. Mo(cid:2)on Aggregator GP L.L.C. 25 Jurisdic(cid:2)on of Incorpora(cid:2)on or Organiza(cid:2)on Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Mauri(cid:2)us Delaware Cayman Islands New York Singapore Cayman Islands Delaware Delaware Cayman Islands Cayman Islands Cayman Islands Cayman Islands Delaware Delaware Delaware Cayman Islands Cayman Islands Cayman Islands Cayman Islands Delaware Name Siccar Point (Cayman) Holdco II Limited Siccar Point (Cayman) Holdco III Limited SP Duet Acquisi(cid:2)ons GP LLC SP Mars Acquisi(cid:2)ons GP LLC SP Polar Holdings GP, LLC SP RA II (Cayman) - NQ GP L.P. SP RA II LR Associates (Cayman) - NQ Ltd. SP Stark Acquisi(cid:2)ons GP LLC SPFS Advisors L.L.C. SPFSA 2007 L.L.C. SPFSA GP Solu(cid:2)ons L.L.C. SPFSA I L.L.C. SPFSA II L.L.C. SPFSA III L.L.C. SPFSA Infrastructure III L.L.C. SPFSA IV L.L.C. SPFSA IX L.L.C. SPFSA Opportuni(cid:2)es L.L.C. SPFSA RA II - NQ L.L.C. SPFSA RA II L.L.C. SPFSA RE VII L.L.C. SPFSA RE VIII L.L.C. SPFSA V L.L.C. SPFSA VI L.L.C. SPFSA VII L.L.C. SPFSA VIII L.L.C. Steamboat Credit Opportuni(cid:2)es GP LLC StoneCo IV Corpora(cid:2)on Strategic Partners Fund Solu(cid:2)ons Advisors L.P. Strategic Partners Fund Solu(cid:2)ons Associates - NC Real Asset Opportuni(cid:2)es, L.P. Strategic Partners Fund Solu(cid:2)ons Associates 2007 L.P. Strategic Partners Fund Solu(cid:2)ons Associates DE L.P. Strategic Partners Fund Solu(cid:2)ons Associates GP Solu(cid:2)ons (Lux) S.à r.l. Strategic Partners Fund Solu(cid:2)ons Associates GP Solu(cid:2)ons L.P. Strategic Partners Fund Solu(cid:2)ons Associates II L.P. Strategic Partners Fund Solu(cid:2)ons Associates III L.P. Strategic Partners Fund Solu(cid:2)ons Associates Infrastructure III (Lux) S.à r.l. Strategic Partners Fund Solu(cid:2)ons Associates Infrastructure III L.P. Strategic Partners Fund Solu(cid:2)ons Associates IV L.P. Strategic Partners Fund Solu(cid:2)ons Associates IX (Lux) S.à r.l. Strategic Partners Fund Solu(cid:2)ons Associates IX AIV L.P. Strategic Partners Fund Solu(cid:2)ons Associates IX L.P. Strategic Partners Fund Solu(cid:2)ons Associates Opportuni(cid:2)es L.P. Strategic Partners Fund Solu(cid:2)ons Associates RA II (Cayman) - NQ L.P. Strategic Partners Fund Solu(cid:2)ons Associates RA II, L.P. Strategic Partners Fund Solu(cid:2)ons Associates Real Estate VI L.P. 26 Jurisdic(cid:2)on of Incorpora(cid:2)on or Organiza(cid:2)on Cayman Islands Cayman Islands Delaware Delaware Delaware Cayman Islands Cayman Islands Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Luxembourg Delaware Delaware Delaware Luxembourg Delaware Delaware Luxembourg Delaware Delaware Delaware Cayman Islands Delaware Delaware Name Strategic Partners Fund Solu(cid:2)ons Associates Real Estate VII L.P. Strategic Partners Fund Solu(cid:2)ons Associates Real Estate VIII L.P. Strategic Partners Fund Solu(cid:2)ons Associates V L.P. Strategic Partners Fund Solu(cid:2)ons Associates VI L.P. Strategic Partners Fund Solu(cid:2)ons Associates VII AIV L.P. Strategic Partners Fund Solu(cid:2)ons Associates VII L.P. Strategic Partners Fund Solu(cid:2)ons Associates VIII (Lux) S.à r.l. Strategic Partners Fund Solu(cid:2)ons Associates VIII L.P. Strategic Partners Fund Solu(cid:2)ons GP (Oﬀshore) Ltd. TBG Realty Corp. The Blackstone Group (Australia) Pty Limited The Blackstone Group (HK) Holdings Limited The Blackstone Group (HK) Limited The Blackstone Group Germany GmbH The Blackstone Group Interna(cid:2)onal (Cayman) Limited The Blackstone Group Interna(cid:2)onal Limited The Blackstone Group Interna(cid:2)onal Partners LLP The Blackstone Group Japan K.K. The Blackstone Group Mauri(cid:2)us II Ltd The Blackstone Group Mauri(cid:2)us Ltd The Blackstone Group Spain SL. U(cid:2)ca Royalty Associates II LLC 27 Jurisdic(cid:2)on of Incorpora(cid:2)on or Organiza(cid:2)on Delaware Delaware Delaware Delaware Delaware Delaware Luxembourg Delaware Cayman Islands New York Australia Hong Kong Hong Kong Germany Cayman Islands United Kingdom United Kingdom Japan Mauri(cid:2)us Mauri(cid:2)us Spain Delaware Consent of Independent Registered Public Accoun(cid:2)ng Firm We consent to the incorpora(cid:2)on by reference in the following Registra(cid:2)on Statements on Form S-8 of our report dated February 25, 2022, rela(cid:2)ng to the consolidated ﬁnancial statements of Blackstone Inc. and subsidiaries (“Blackstone”) and the eﬀec(cid:2)veness of Blackstone’s internal control over ﬁnancial repor(cid:2)ng, appearing in the Annual Report on Form 10-K of Blackstone for the year ended December 31, 2021: Exhibit 23.1 • • • • • • • • • • • • • • Registra(cid:2)on Statement No. 333-253660 (The Blackstone Group Inc. Amended and Restated 2007 Equity Incen(cid:2)ve Plan) on Form S-8 Registra(cid:2)on Statement No. 333-236788 (The Blackstone Group Inc. Amended and Restated 2007 Equity Incen(cid:2)ve Plan) on Form S-8. Registra(cid:2)on Statement No. 333-230020 (The Blackstone Group Inc. Amended and Restated 2007 Equity Incen(cid:2)ve Plan) on Form S-8. Registra(cid:2)on Statement No. 333-223346 (The Blackstone Group Inc. Amended and Restated 2007 Equity Incen(cid:2)ve Plan) on Form S-8 Registra(cid:2)on Statement No. 333-216225 (The Blackstone Group Inc. Amended and Restated 2007 Equity Incen(cid:2)ve Plan) on Form S-8 Registra(cid:2)on Statement No. 333-209758 (The Blackstone Group Inc. Amended and Restated 2007 Equity Incen(cid:2)ve Plan) on Form S-8 Registra(cid:2)on Statement No. 333-202359 (The Blackstone Group Inc. Amended and Restated 2007 Equity Incen(cid:2)ve Plan) on Form S-8 Registra(cid:2)on Statement No. 333-194234 (The Blackstone Group Inc. Amended and Restated 2007 Equity Incen(cid:2)ve Plan) on Form S-8 Registra(cid:2)on Statement No. 333-186999 (The Blackstone Group Inc. Amended and Restated 2007 Equity Incen(cid:2)ve Plan) on Form S-8 Registra(cid:2)on Statement No. 333-179775 (The Blackstone Group Inc. Amended and Restated 2007 Equity Incen(cid:2)ve Plan) on Form S-8 Registra(cid:2)on Statement No. 333-172451 (The Blackstone Group Inc. Amended and Restated 2007 Equity Incen(cid:2)ve Plan) on Form S-8 Registra(cid:2)on Statement No. 333-165115 (The Blackstone Group Inc. Amended and Restated 2007 Equity Incen(cid:2)ve Plan) on Form S-8 Registra(cid:2)on Statement No. 333-157635 (The Blackstone Group Inc. Amended and Restated 2007 Equity Incen(cid:2)ve Plan) on Form S-8 Registra(cid:2)on Statement No. 333-143948 (The Blackstone Group Inc. Amended and Restated 2007 Equity Incen(cid:2)ve Plan) on Form S-8 /s/ DELOITTE & TOUCHE LLP New York, New York February 25, 2022 Exhibit 31.1 I, Stephen A. Schwarzman, cer(cid:2)fy that: Chief Execu(cid:2)ve Oﬃcer Cer(cid:2)ﬁca(cid:2)on 1. 2. 3. 4. I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2021 of Blackstone Inc.; Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; Based on my knowledge, the ﬁnancial statements, and other ﬁnancial informa(cid:2)on included in this report, fairly present in all material respects the ﬁnancial condi(cid:2)on, results of opera(cid:2)ons and cash ﬂows of the Registrant as of, and for, the periods presented in this report; The Registrant’s other cer(cid:2)fying oﬃcer and I are responsible for establishing and maintaining disclosure controls and procedures (as deﬁned in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over ﬁnancial repor(cid:2)ng (as deﬁned in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: a) b) c) d) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material informa(cid:2)on rela(cid:2)ng to the Registrant, including its consolidated subsidiaries, is made known to us by others within those en(cid:2)(cid:2)es, par(cid:2)cularly during the period in which this report is being prepared; Designed such internal control over ﬁnancial repor(cid:2)ng, or caused such internal control over ﬁnancial repor(cid:2)ng to be designed under our supervision, to provide reasonable assurance regarding the reliability of ﬁnancial repor(cid:2)ng and the prepara(cid:2)on of ﬁnancial statements for external purposes in accordance with generally accepted accoun(cid:2)ng principles; Evaluated the eﬀec(cid:2)veness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the eﬀec(cid:2)veness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evalua(cid:2)on; and Disclosed in this report any change in the Registrant’s internal control over ﬁnancial repor(cid:2)ng that occurred during the Registrant’s most recent ﬁscal quarter (the Registrant’s fourth ﬁscal quarter in the case of an annual report) that has materially aﬀected, or is reasonably likely to materially aﬀect, the Registrant’s internal control over ﬁnancial repor(cid:2)ng; and 5. The Registrant’s other cer(cid:2)fying oﬃcer and I have disclosed, based on our most recent evalua(cid:2)on of internal control over ﬁnancial repor(cid:2)ng, to the Registrant’s auditors and the audit commi(cid:3)ee of the Registrant’s board of directors (or persons performing the equivalent func(cid:2)ons): a) b) All signiﬁcant deﬁciencies and material weaknesses in the design or opera(cid:2)on of internal control over ﬁnancial repor(cid:2)ng which are reasonably likely to adversely aﬀect the Registrant’s ability to record, process, summarize and report ﬁnancial informa(cid:2)on; and Any fraud, whether or not material, that involves management or other employees who have a signiﬁcant role in the Registrant’s internal control over ﬁnancial repor(cid:2)ng. Date: February 25, 2022 /s/ Stephen A. Schwarzman Stephen A. Schwarzman Chief Execu(cid:2)ve Oﬃcer Exhibit 31.2 I, Michael S. Chae, cer(cid:2)fy that: Chief Financial Oﬃcer Cer(cid:2)ﬁca(cid:2)on 1. 2. 3. 4. I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2021 of Blackstone Inc.; Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; Based on my knowledge, the ﬁnancial statements, and other ﬁnancial informa(cid:2)on included in this report, fairly present in all material respects the ﬁnancial condi(cid:2)on, results of opera(cid:2)ons and cash ﬂows of the Registrant as of, and for, the periods presented in this report; The Registrant’s other cer(cid:2)fying oﬃcer and I are responsible for establishing and maintaining disclosure controls and procedures (as deﬁned in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over ﬁnancial repor(cid:2)ng (as deﬁned in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: a) b) c) d) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material informa(cid:2)on rela(cid:2)ng to the Registrant, including its consolidated subsidiaries, is made known to us by others within those en(cid:2)(cid:2)es, par(cid:2)cularly during the period in which this report is being prepared; Designed such internal control over ﬁnancial repor(cid:2)ng, or caused such internal control over ﬁnancial repor(cid:2)ng to be designed under our supervision, to provide reasonable assurance regarding the reliability of ﬁnancial repor(cid:2)ng and the prepara(cid:2)on of ﬁnancial statements for external purposes in accordance with generally accepted accoun(cid:2)ng principles; Evaluated the eﬀec(cid:2)veness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the eﬀec(cid:2)veness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evalua(cid:2)on; and Disclosed in this report any change in the Registrant’s internal control over ﬁnancial repor(cid:2)ng that occurred during the Registrant’s most recent ﬁscal quarter (the Registrant’s fourth ﬁscal quarter in the case of an annual report) that has materially aﬀected, or is reasonably likely to materially aﬀect, the Registrant’s internal control over ﬁnancial repor(cid:2)ng; and 5. The Registrant’s other cer(cid:2)fying oﬃcer and I have disclosed, based on our most recent evalua(cid:2)on of internal control over ﬁnancial repor(cid:2)ng, to the Registrant’s auditors and the audit commi(cid:3)ee of the Registrant’s board of directors (or persons performing the equivalent func(cid:2)ons): a) b) All signiﬁcant deﬁciencies and material weaknesses in the design or opera(cid:2)on of internal control over ﬁnancial repor(cid:2)ng which are reasonably likely to adversely aﬀect the Registrant’s ability to record, process, summarize and report ﬁnancial informa(cid:2)on; and Any fraud, whether or not material, that involves management or other employees who have a signiﬁcant role in the Registrant’s internal control over ﬁnancial repor(cid:2)ng. Date: February 25, 2022 /s/ Michael S. Chae Michael S. Chae Chief Financial Oﬃcer Cer(cid:2)ﬁca(cid:2)on of the Chief Execu(cid:2)ve Oﬃcer Pursuant to 18 U.S.C. Sec(cid:2)on 1350, As Adopted Pursuant to Sec(cid:2)on 906 of the Sarbanes-Oxley Act of 2002 Exhibit 32.1 In connec(cid:2)on with the Annual Report of Blackstone Inc. (the “Company”) on Form 10-K for the year ended December 31, 2021 as ﬁled with the Securi(cid:2)es and Exchange Commission on the date hereof (the “Report”), I, Stephen A. Schwarzman, Chief Execu(cid:2)ve Oﬃcer of the Company, cer(cid:2)fy, pursuant to 18 U.S.C. Sec(cid:2)on § 1350, as adopted pursuant to Sec(cid:2)on 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge: (1) (2) The Report fully complies with the requirements of Sec(cid:2)on 13(a) or 15(d) of the Securi(cid:2)es Exchange Act of 1934; and The informa(cid:2)on contained in the Report fairly presents, in all material respects, the ﬁnancial condi(cid:2)on and results of opera(cid:2)ons of the Company. Date: February 25, 2022 * The foregoing cer(cid:2)ﬁca(cid:2)on is being furnished solely pursuant to 18 U.S.C. Sec(cid:2)on 1350 and is not being ﬁled as part of the Report or as a separate disclosure document. /s/ Stephen A. Schwarzman Stephen A. Schwarzman Chief Execu(cid:2)ve Oﬃcer Cer(cid:2)ﬁca(cid:2)on of the Chief Financial Oﬃcer Pursuant to 18 U.S.C. Sec(cid:2)on 1350, As Adopted Pursuant to Sec(cid:2)on 906 of the Sarbanes-Oxley Act of 2002 Exhibit 32.2 In connec(cid:2)on with the Annual Report of Blackstone Inc. (the “Company”) on Form 10-K for the year ended December 31, 2021 as ﬁled with the Securi(cid:2)es and Exchange Commission on the date hereof (the “Report”), I, Michael S. Chae, Chief Financial Oﬃcer of the Company, cer(cid:2)fy, pursuant to 18 U.S.C. Sec(cid:2)on § 1350, as adopted pursuant to Sec(cid:2)on 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: (1) (2) The Report fully complies with the requirements of Sec(cid:2)on 13(a) or 15(d) of the Securi(cid:2)es Exchange Act of 1934; and The informa(cid:2)on contained in the Report fairly presents, in all material respects, the ﬁnancial condi(cid:2)on and results of opera(cid:2)ons of the Company. Date: February 25, 2022 * The foregoing cer(cid:2)ﬁca(cid:2)on is being furnished solely pursuant to 18 U.S.C. Sec(cid:2)on 1350 and is not being ﬁled as part of the Report or as a separate disclosure document. /s/ Michael S. Chae Michael S. Chae Chief Financial Oﬃcer

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