UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED ~~June 30, 2022~~March 31, 2023


☐			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: 001-14788

Blackstone Mortgage Trust, Inc.

(Exact name of Registrant as specified in its charter)


Maryland			94-6181186
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

345 Park Avenue, 24th Floor

New York, New York 10154

(Address of principal executive offices)(Zip Code)

(212) 655-0220

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

symbol(s)

Name of each exchange

on which registered

Class A common stock,

par value $0.01 per share

BXMT

New York Stock Exchange

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

The number of the registrant’s shares of class A common stock, par value $0.01 per share, outstanding as of ~~July 20, 2022~~April 19, 2023 was ~~170,297,049.~~172,286,354.

TABLE OF CONTENTS


		Page
PART I.	FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	3
	Consolidated Financial Statements (Unaudited):
	Consolidated Balance ~~Sheets~~S heets as of ~~June 30, 2022~~ March 31 , 202 3 and December 31, ~~202~~20 12 2	3
	Consolidated Statements of Operations for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~	4
	Consolidated Statements of Comprehensive Income for the Three ~~and Six~~ Months Ended ~~June 30, 2022~~ March 31, 202 3 and ~~2021~~20 22	5
	Consolidated Statements of Changes in Equity for the Three Months Ended March 31, ~~2022~~202 3 and ~~2021 and June 30, 2022 and 2021~~202 2	6
	Consolidated Statements of Cash Flows for the ~~Six~~Three Months Ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~	87
	Notes to Consolidated Financial Statements	109
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	5147
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	7975
ITEM 4.	CONTROLS AND PROCEDURES	8277
PART II.	OTHER INFORMATION	8378
ITEM 1.	LEGAL PROCEEDINGS	8378
ITEM 1A.	RISK FACTORS	8378
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	8378
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	8378
ITEM 4.	MINE SAFETY DISCLOSURES	8378
ITEM 5.	OTHER INFORMATION	8378
ITEM 6.	EXHIBITS	8479
SIGNATURES		8680

TABLE OF CONTENTS

Website Disclosure

We use our website (www.blackstonemortgagetrust.com) as a channel of distribution of company information. The information we post through this channel may be deemed material. Accordingly, investors should monitor this channel, in addition to following our press releases, Securities and Exchange Commission, or SEC, filings and public conference calls, and webcasts. In addition, you may automatically receive email alerts and other information about Blackstone Mortgage Trust when you enroll your email address by visiting the “Contact Us & E-mail Alerts” section of our website at http://ir.blackstonemortgagetrust.com. The contents of our website and any alerts are not, however, a part of this report.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Blackstone Mortgage Trust, Inc.

Consolidated Balance Sheets (Unaudited)

(in thousands, except share data)


		June 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Assets	Assets					Assets
Cash and cash equivalents	Cash and cash equivalents	$	283,580	$	551,154	Cash and cash equivalents	$	515,808	$	291,340
Loans receivable	Loans receivable	24,831,546		22,003,017		Loans receivable	24,896,364		25,017,880
Current expected credit loss reserve	Current expected credit loss reserve	(133,024)		(124,679)		Current expected credit loss reserve	(336,591)		(326,137)
Loans receivable, net	Loans receivable, net	24,698,522		21,878,338		Loans receivable, net	24,559,773		24,691,743
Other assets	Other assets	461,145		273,797		Other assets	310,086		370,902
Total Assets	Total Assets	$	25,443,247	$	22,703,289	Total Assets	$	25,385,667	$	25,353,985
Liabilities and Equity	Liabilities and Equity					Liabilities and Equity
Secured debt, net	Secured debt, net	$	13,905,949	$	12,280,042	Secured debt, net	$	14,029,486	$	13,528,164
Securitized debt obligations, net	Securitized debt obligations, net	2,841,901		2,838,062		Securitized debt obligations, net	2,664,208		2,664,010
Asset-specific debt, net	Asset-specific debt, net	860,007		393,824		Asset-specific debt, net	817,444		942,503
Loan participations sold, net	Loan participations sold, net	225,884		—		Loan participations sold, net	229,003		224,232
Term loans, net	Term loans, net	1,809,942		1,327,406		Term loans, net	2,111,232		2,114,549
Senior secured notes, net	Senior secured notes, net	394,562		394,010		Senior secured notes, net	395,461		395,166
Convertible notes, net	Convertible notes, net	512,994		619,876		Convertible notes, net	294,888		514,257
Other liabilities	Other liabilities	229,021		231,358		Other liabilities	283,246		426,904
Total Liabilities	Total Liabilities	20,780,260		18,084,578		Total Liabilities	20,824,968		20,809,785
Commitments and contingencies	Commitments and contingencies	—		—		Commitments and contingencies	—		—
Equity	Equity					Equity
Class A common stock, $0.01 par value, 400,000,000 shares authorized, 170,295,049 and 168,179,798 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		1,703		1,682
Class A common stock, $0.01 par value, 400,000,000 shares authorized, 172,284,118 and 171,695,985 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively						Class A common stock, $0.01 par value, 400,000,000 shares authorized, 172,284,118 and 171,695,985 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively	1,723		1,717
Additional paid-in capital	Additional paid-in capital	5,440,364		5,373,029		Additional paid-in capital	5,483,740		5,475,804
Accumulated other comprehensive income	Accumulated other comprehensive income	7,078		8,308		Accumulated other comprehensive income	7,828		10,022
Accumulated deficit	Accumulated deficit	(811,554)		(794,832)		Accumulated deficit	(958,064)		(968,749)
Total Blackstone Mortgage Trust, Inc. stockholders’ equity	Total Blackstone Mortgage Trust, Inc. stockholders’ equity	4,637,591		4,588,187		Total Blackstone Mortgage Trust, Inc. stockholders’ equity	4,535,227		4,518,794
Non-controlling interests	Non-controlling interests	25,396		30,524		Non-controlling interests	25,472		25,406
Total Equity	Total Equity	4,662,987		4,618,711		Total Equity	4,560,699		4,544,200
Total Liabilities and Equity	Total Liabilities and Equity	$	25,443,247	$	22,703,289	Total Liabilities and Equity	$	25,385,667	$	25,353,985

Note: The consolidated balance sheets as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 include assets of consolidated variable interest entities, or VIEs, that can only be used to settle obligations of each respective VIE, and liabilities of consolidated VIEs for which creditors do not have recourse to Blackstone Mortgage Trust, Inc. As of both ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, assets of the consolidated VIEs totaled ~~$3.5~~$3.2 billion, and liabilities of the consolidated VIEs totaled ~~$2.8~~$2.7 billion. Refer to Note 18 for additional discussion of the VIEs.

See accompanying notes to consolidated financial statements.

Blackstone Mortgage Trust, Inc.

Consolidated Statements of Operations (Unaudited)

(in thousands, except share and per share data)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
Income from loans and other investments	Income from loans and other investments									Income from loans and other investments
Interest and related income	Interest and related income	$	283,687	$	196,303	$	518,119	$	383,827	Interest and related income	$	491,384	$	234,432
Less: Interest and related expenses	Less: Interest and related expenses	136,619		82,352		237,333		160,723		Less: Interest and related expenses	317,197		100,714
Income from loans and other investments, net	Income from loans and other investments, net	147,068		113,951		280,786		223,104		Income from loans and other investments, net	174,187		133,718
Other expenses	Other expenses									Other expenses
Management and incentive fees	Management and incentive fees	27,065		21,545		50,551		40,752		Management and incentive fees	31,050		23,486
General and administrative expenses	General and administrative expenses	12,409		10,669		24,769		21,267		General and administrative expenses	12,865		12,360
Total other expenses	Total other expenses	39,474		32,214		75,320		62,019		Total other expenses	43,915		35,846
(Increase) decrease in current expected credit loss reserve	(Increase) decrease in current expected credit loss reserve	(12,983)		50,906		(10,446)		52,199		(Increase) decrease in current expected credit loss reserve	(9,823)		2,537
Income before income taxes	Income before income taxes	94,611		132,643		195,020		213,284		Income before income taxes	120,449		100,409
Income tax provision	Income tax provision	746		175		892		276		Income tax provision	1,893		146
Net income	Net income	93,865		132,468		194,128		213,008		Net income	118,556		100,263
Net income attributable to non-controlling interests	Net income attributable to non-controlling interests	(615)		(873)		(1,191)		(1,511)		Net income attributable to non-controlling interests	(799)		(576)
Net income attributable to Blackstone Mortgage Trust, Inc.	Net income attributable to Blackstone Mortgage Trust, Inc.	$	93,250	$	131,595	$	192,937	$	211,497	Net income attributable to Blackstone Mortgage Trust, Inc.	$	117,757	$	99,687
Net income per share of common stock	Net income per share of common stock									Net income per share of common stock
Basic	Basic	$	0.55	$	0.89	$	1.14	$	1.44	Basic	$	0.68	$	0.59
Diluted	Diluted	$	0.54	$	0.89	$	1.12	$	1.44	Diluted	$	0.67	$	0.58
Weighted-average shares of common stock outstanding	Weighted-average shares of common stock outstanding									Weighted-average shares of common stock outstanding
Basic	Basic	170,665,601		147,342,822		169,963,730		147,339,895		Basic	172,598,349		169,254,059
Diluted	Diluted	185,009,805		147,342,822		180,332,341		147,339,895		Diluted	180,869,409		175,602,905

See accompanying notes to consolidated financial statements.

Blackstone Mortgage Trust, Inc.

Consolidated Statements of Comprehensive Income (Unaudited)

(in thousands)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
Net income	Net income	$	93,865	$	132,468	$	194,128	$	213,008	Net income	$	118,556	$	100,263
Other comprehensive income										Other comprehensive income
Unrealized gain (loss) on foreign currency translation										Unrealized gain (loss) on foreign currency translation	21,858		(45,222)
Realized and unrealized (loss) gain on derivative financial instruments										Realized and unrealized (loss) gain on derivative financial instruments	(24,052)		45,514
Other comprehensive (loss) income	Other comprehensive (loss) income									Other comprehensive (loss) income	(2,194)		292
Unrealized (loss) gain on foreign currency translation		(130,207)		15,553		(175,429)		(19,404)
Realized and unrealized gain (loss) on derivative financial instruments		128,685		(16,094)		174,199		18,977
Other comprehensive loss		(1,522)		(541)		(1,230)		(427)
Comprehensive income	Comprehensive income	92,343		131,927		192,898		212,581		Comprehensive income	116,362		100,555
Comprehensive income attributable to non-controlling interests	Comprehensive income attributable to non-controlling interests	(615)		(873)		(1,191)		(1,511)		Comprehensive income attributable to non-controlling interests	(799)		(576)
Comprehensive income attributable to Blackstone Mortgage Trust, Inc.	Comprehensive income attributable to Blackstone Mortgage Trust, Inc.	$	91,728	$	131,054	$	191,707	$	211,070	Comprehensive income attributable to Blackstone Mortgage Trust, Inc.	$	115,563	$	99,979

See accompanying notes to consolidated financial statements.

Blackstone Mortgage Trust, Inc.

Consolidated Statements of Changes in Equity ~~(Unaudited)~~

(in thousands)

Blackstone Mortgage Trust, Inc.

Class A
Common
Stock
Additional Paid-
In Capital
Accumulated Other
Comprehensive Income (Loss)
Accumulated
Deficit
Stockholders’
Equity
Non-Controlling
Interests
Total
Equity
Balance at December 31, 2021 $ 1,682 $ 5,373,029 $ 8,308 $ (794,832) $ 4,588,187 $ 30,524 $ 4,618,711
Adoption of ASU 2020-06, See Note 2 — (2,431) — 1,954 (477) — (477)
Shares of class A common stock issued, net 21 52,138 — — 52,159 — 52,159
Restricted class A common stock earned — 8,472 — — 8,472 — 8,472
Dividends reinvested — 246 — — 246 — 246
Deferred directors’ compensation — 173 — — 173 — 173
Net income — — — 99,687 99,687 576 100,263
Other comprehensive income — — 292 — 292 — 292
Dividends declared on common stock and deferred stock units, $0.62 per share — — — (105,801) (105,801) — (105,801)
Contributions from non-controlling interests — — — — — 5,040 5,040
Distributions to non-controlling interests — — — — — (9,241) (9,241)
Balance at March 31, 2022 $ 1,703 $ 5,431,627 $ 8,600 $ (798,992) $ 4,642,938 $ 26,899 $ 4,669,837
Restricted class A common stock earned — 8,245 — — 8,245 — 8,245
Dividends reinvested — 319 — — 319 — 319
Deferred directors’ compensation — 173 — — 173 — 173
Net income — — — 93,250 93,250 615 93,865
Other comprehensive loss — — (1,522) — (1,522) — (1,522)
Dividends declared on common stock and deferred stock units, $0.62 per share — — — (105,812) (105,812) — (105,812)
Distributions to non-controlling interests — — — — — (2,118) (2,118)
Balance at June 30, 2022 $ 1,703 $ 5,440,364 $ 7,078 $ (811,554) $ 4,637,591 $ 25,396 $ 4,662,987

~~See accompanying notes to consolidated financial statements.~~

~~Blackstone Mortgage Trust, Inc.~~

~~Consolidated Statements of Changes in Equity~~ (Unaudited)

~~(in thousands)~~


		Blackstone Mortgage Trust, Inc.															Blackstone Mortgage Trust, Inc.
		Class A Common Stock		Additional Paid- In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Stockholders’ Equity		Non-Controlling Interests		Total Equity			Class A Common Stock		Additional Paid- In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Stockholders’ Equity		Non-Controlling Interests		Total Equity
Balance at December 31, 2020		$	1,468	$	4,702,713	$	11,170	$	(829,284)	$	3,886,067	$	18,164	$	3,904,231
Balance at December 31, 2021																Balance at December 31, 2021	$	1,682	$	5,373,029	$	8,308	$	(794,832)	$	4,588,187	$	30,524	$	4,618,711
Adoption of ASU 2020-06, See Note 2																Adoption of ASU 2020-06, See Note 2	—		(2,431)				1,954		(477)		—		(477)
Shares of class A common stock issued, net	Shares of class A common stock issued, net	2		—		—		—		2		—		2		Shares of class A common stock issued, net	16		52,138		—		—		52,154		—		52,154
Restricted class A common stock earned	Restricted class A common stock earned	—		7,958		—		—		7,958		—		7,958		Restricted class A common stock earned	5		8,472		—		—		8,477		—		8,477
Dividends reinvested	Dividends reinvested	—		204		—		—		204		—		204		Dividends reinvested	—		246		—		—		246		—		246
Deferred directors’ compensation	Deferred directors’ compensation	—		125		—		—		125		—		125		Deferred directors’ compensation	—		173		—		—		173		—		173
Net income	Net income	—		—		—		79,902		79,902		638		80,540		Net income	—		—		—		99,687		99,687		576		100,263
Other comprehensive income	Other comprehensive income	—		—		114		—		114		—		114		Other comprehensive income	—		—		292		—		292		—		292
Dividends declared on common stock and deferred stock units, $0.62 per share	Dividends declared on common stock and deferred stock units, $0.62 per share	—		—		—		(91,349)		(91,349)		—		(91,349)		Dividends declared on common stock and deferred stock units, $0.62 per share	—		—		—		(105,801)		(105,801)		—		(105,801)
Contributions from non-controlling interests	Contributions from non-controlling interests	—		—		—		—		—		13,448		13,448		Contributions from non-controlling interests	—		—		—		—		—		5,040		5,040
Distributions to non-controlling interests	Distributions to non-controlling interests	—		—		—		—		—		(11,180)		(11,180)		Distributions to non-controlling interests	—		—		—		—		—		(9,241)		(9,241)
Balance at March 31, 2021		$	1,470	$	4,711,000	$	11,284	$	(840,731)	$	3,883,023	$	21,070	$	3,904,093

Balance at March 31, 2022																Balance at March 31, 2022	$	1,703	$	5,431,627	$	8,600	$	(798,992)	$	4,642,938	$	26,899	$	4,669,837
Balance at December 31, 2022																Balance at December 31, 2022	$	1,717	$	5,475,804	$	10,022	$	(968,749)	$	4,518,794	$	25,406	$	4,544,200

Restricted class A common stock earned	Restricted class A common stock earned	—		7,895		—		—		7,895		—		7,895		Restricted class A common stock earned	6		7,486		—		—		7,492		—		7,492
Dividends reinvested	Dividends reinvested	—		211		—		—		211		—		211		Dividends reinvested	—		287		—		—		287		—		287
Deferred directors’ compensation	Deferred directors’ compensation	—		125		—		—		125		—		125		Deferred directors’ compensation	—		163		—		—		163		—		163
Net income	Net income	—		—		—		131,595		131,595		873		132,468		Net income	—		—		—		117,757		117,757		799		118,556
Other comprehensive loss		—		—		(541)		—		(541)		—		(541)
Other comprehensive income																Other comprehensive income	—		—		(2,194)		—		(2,194)		—		(2,194)
Dividends declared on common stock and deferred stock units, $0.62 per share	Dividends declared on common stock and deferred stock units, $0.62 per share	—		—		—		(91,347)		(91,347)		—		(91,347)		Dividends declared on common stock and deferred stock units, $0.62 per share	—		—		—		(107,072)		(107,072)		—		(107,072)
Contributions from non-controlling interests		—		—		—		—		—		14,745		14,745

Distributions to non-controlling interests	Distributions to non-controlling interests	—		—		—		—		—		(10,694)		(10,694)		Distributions to non-controlling interests	—		—		—		—		—		(733)		(733)
Balance at June 30, 2021		$	1,470	$	4,719,231	$	10,743	$	(800,483)	$	3,930,961	$	25,994	$	3,956,955
Balance at March 31, 2023																Balance at March 31, 2023	$	1,723	$	5,483,740	$	7,828	$	(958,064)	$	4,535,227	$	25,472	$	4,560,699

See accompanying notes to consolidated financial statements.

Blackstone Mortgage Trust, Inc.

Consolidated Statements of Cash Flows (Unaudited)

(in thousands)


		Six Months Ended June 30,					Three Months Ended March 31,
		2022		2021			2023		2022
Cash flows from operating activities	Cash flows from operating activities					Cash flows from operating activities
Net income	Net income	$	194,128	$	213,008	Net income	$	118,556	$	100,263
Adjustments to reconcile net income to net cash provided by operating activities	Adjustments to reconcile net income to net cash provided by operating activities					Adjustments to reconcile net income to net cash provided by operating activities

Non-cash compensation expense	Non-cash compensation expense	17,068		16,105		Non-cash compensation expense	7,655		8,650
Amortization of deferred fees on loans and debt securities	Amortization of deferred fees on loans and debt securities	(38,740)		(28,674)		Amortization of deferred fees on loans and debt securities	(21,755)		(18,573)
Amortization of deferred financing costs and premiums/ discount on debt obligations		22,059		19,277
Amortization of deferred financing costs and premiums/discounts on debt obligations						Amortization of deferred financing costs and premiums/discounts on debt obligations	14,811		10,530
Increase (decrease) in current expected credit loss reserve	Increase (decrease) in current expected credit loss reserve	10,446		(52,199)		Increase (decrease) in current expected credit loss reserve	9,823		(2,537)
Unrealized gain on assets denominated in foreign currencies, net	Unrealized gain on assets denominated in foreign currencies, net	(31)		(7,065)		Unrealized gain on assets denominated in foreign currencies, net	—		(21)
Unrealized (gain) loss on derivative financial instruments, net		(713)		635
Realized (gain) loss on derivative financial instruments, net		(4,326)		3,119
Unrealized loss on derivative financial instruments, net						Unrealized loss on derivative financial instruments, net	541		684
Realized gain on derivative financial instruments, net						Realized gain on derivative financial instruments, net	(8,948)		(2,437)
Changes in assets and liabilities, net	Changes in assets and liabilities, net					Changes in assets and liabilities, net
Other assets	Other assets	(39,865)		(4,261)		Other assets	10,422		(10,319)
Other liabilities	Other liabilities	23,570		5,428		Other liabilities	(20,932)		3,858
Net cash provided by operating activities	Net cash provided by operating activities	183,596		165,373		Net cash provided by operating activities	110,173		90,098
Cash flows from investing activities	Cash flows from investing activities					Cash flows from investing activities
Principal fundings of loans receivable	Principal fundings of loans receivable	(5,589,977)		(3,636,063)		Principal fundings of loans receivable	(369,812)		(2,924,418)
Principal collections and sales proceeds from loans receivable and debt securities	Principal collections and sales proceeds from loans receivable and debt securities	2,004,323		2,670,773		Principal collections and sales proceeds from loans receivable and debt securities	562,072		1,179,632
Origination and exit fees received on loans receivable	Origination and exit fees received on loans receivable	58,716		41,262		Origination and exit fees received on loans receivable	2,850		29,775
Receipts under derivative financial instruments	Receipts under derivative financial instruments	129,010		23,194		Receipts under derivative financial instruments	5,370		28,981
Payments under derivative financial instruments	Payments under derivative financial instruments	(6,528)		(72,478)		Payments under derivative financial instruments	(136,689)		(2,720)
Collateral deposited under derivative agreements	Collateral deposited under derivative agreements	—		(81,430)		Collateral deposited under derivative agreements	(79,970)		—
Return of collateral deposited under derivative agreements	Return of collateral deposited under derivative agreements	—		129,770		Return of collateral deposited under derivative agreements	172,710		—
Net cash used in investing activities		(3,404,456)		(924,972)
Net cash provided by (used in) investing activities						Net cash provided by (used in) investing activities	156,531		(1,688,750)

continued…

See accompanying notes to consolidated financial statements.

Blackstone Mortgage Trust, Inc.

Consolidated Statements of Cash Flows (Unaudited)

(in thousands)


		Six Months Ended June 30,					Three Months Ended March 31,
		2022		2021			2023		2022
Cash flows from financing activities	Cash flows from financing activities					Cash flows from financing activities
Borrowings under secured debt	Borrowings under secured debt	$	4,246,219	$	4,230,404	Borrowings under secured debt	$	947,245	$	2,093,695
Repayments under secured debt	Repayments under secured debt	(2,183,131)		(3,332,395)		Repayments under secured debt	(521,407)		(1,205,929)
Proceeds from issuance of securitized debt obligations		—		803,750

Repayment of securitized debt obligations	Repayment of securitized debt obligations	—		(888,763)		Repayment of securitized debt obligations	(1,807)		—
Borrowings under asset-specific debt	Borrowings under asset-specific debt	551,893		77,975		Borrowings under asset-specific debt	78,496		147,726
Repayments under asset-specific debt	Repayments under asset-specific debt	(78,659)		(178,073)		Repayments under asset-specific debt	(206,300)		(78,659)
Proceeds from sale of loan participations	Proceeds from sale of loan participations	245,278		—		Proceeds from sale of loan participations	—		245,278

Net proceeds from issuance of term loans		492,500		298,500

Repayments of term loans	Repayments of term loans	(6,869)		(6,625)		Repayments of term loans	(5,499)		(3,435)
Net proceeds from issuance of convertible notes	Net proceeds from issuance of convertible notes	294,000		—		Net proceeds from issuance of convertible notes	—		294,000
Repayment of convertible notes	Repayment of convertible notes	(402,500)		—		Repayment of convertible notes	(220,000)		(64,650)

Payment of deferred financing costs	Payment of deferred financing costs	(30,489)		(22,811)		Payment of deferred financing costs	(7,265)		(11,616)
Contributions from non-controlling interests	Contributions from non-controlling interests	5,040		28,193		Contributions from non-controlling interests	—		5,040
Distributions to non-controlling interests	Distributions to non-controlling interests	(11,359)		(21,874)		Distributions to non-controlling interests	(733)		(9,241)
Net proceeds from issuance of class A common stock	Net proceeds from issuance of class A common stock	52,155		—		Net proceeds from issuance of class A common stock	—		52,155
Dividends paid on class A common stock	Dividends paid on class A common stock	(209,847)		(182,163)		Dividends paid on class A common stock	(106,455)		(104,271)
Net cash provided by financing activities		2,964,231		806,118
Net (decrease) increase in cash, cash equivalents, and restricted cash		(256,629)		46,519
Cash, cash equivalents, and restricted cash at beginning of period		551,154		289,970
Effects of currency translation on cash, cash equivalents, and restricted cash		(10,945)		3,063
Cash, cash equivalents, and restricted cash at end of period		$	283,580	$	339,552
Net cash (used in) provided by financing activities						Net cash (used in) provided by financing activities	(43,725)		1,360,093
Net increase (decrease) in cash and cash equivalents						Net increase (decrease) in cash and cash equivalents	222,979		(238,559)
Cash and cash equivalents at beginning of period						Cash and cash equivalents at beginning of period	291,340		551,154
Effects of currency translation on cash and cash equivalents						Effects of currency translation on cash and cash equivalents	1,489		(3,170)
Cash and cash equivalents at end of period						Cash and cash equivalents at end of period	$	515,808	$	309,425
Supplemental disclosure of cash flows information	Supplemental disclosure of cash flows information					Supplemental disclosure of cash flows information
Payments of interest	Payments of interest	$	(188,611)	$	(140,601)	Payments of interest	$	(318,185)	$	(81,984)
(Payments) receipts of income taxes		$	(407)	$	141
Payments of income taxes						Payments of income taxes	$	(900)	$	(161)
Supplemental disclosure of non-cash investing and financing activities	Supplemental disclosure of non-cash investing and financing activities					Supplemental disclosure of non-cash investing and financing activities
Dividends declared, not paid	Dividends declared, not paid	$	(105,583)	$	(91,150)	Dividends declared, not paid	$	(106,816)	$	(105,576)

Loan principal payments held by servicer, net	Loan principal payments held by servicer, net	$	189,909	$	27,612	Loan principal payments held by servicer, net	$	19,756	$	4,635

See accompanying notes to consolidated financial statements

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (Unaudited)

1. ORGANIZATION

References herein to “Blackstone Mortgage Trust,” “Company,” “we,” “us” or “our” refer to Blackstone Mortgage Trust, Inc., a Maryland corporation, and its subsidiaries unless the context specifically requires otherwise.

Blackstone Mortgage Trust is a real estate finance company that originates senior loans collateralized by commercial real estate in North America, Europe, and Australia. Our portfolio is composed primarily of loans secured by high-quality, institutional assets in major markets, sponsored by experienced, well-capitalized real estate investment owners and operators. These senior loans are capitalized by accessing a variety of financing options, including borrowing under our credit facilities, issuing CLOs or single-asset securitizations, and syndicating senior loan participations, depending on our view of the most prudent financing option available for each of our investments. We are not in the business of buying or trading securities, and the only securities we own are the retained interests from our securitization financing transactions, which we have not financed. We are externally managed by BXMT Advisors L.L.C., or our Manager, a subsidiary of Blackstone Inc., or Blackstone, and are a real estate investment trust, or REIT, traded on the New York Stock Exchange, or NYSE, under the symbol “BXMT.” Our principal executive offices are located at 345 Park Avenue, 24th Floor, New York, New York 10154. ~~We were incorporated in Maryland in 1998, when we reorganized from a California common law business trust into a Maryland corporation.~~

We conduct our operations as a REIT for U.S. federal income tax purposes. We generally will not be subject to U.S. federal income taxes on our taxable income to the extent that we annually distribute all of our net taxable income to stockholders and maintain our qualification as a REIT. We also operate our business in a manner that permits us to maintain an exclusion from registration under the Investment Company Act of 1940, as amended. We are organized as a holding company and conduct our business primarily through our various subsidiaries.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The consolidated financial statements, including the notes thereto, are unaudited and exclude some of the disclosures required in audited financial statements. We believe we have made all necessary adjustments, consisting of only normal recurring items, so that the consolidated financial statements are presented fairly and that estimates made in preparing our consolidated financial statements are reasonable and prudent. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. The accompanying unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021~~2022 filed with the Securities and Exchange Commission, or the SEC.

Basis of Presentation

The accompanying consolidated financial statements include, on a consolidated basis, our accounts, the accounts of our wholly-owned subsidiaries, majority-owned subsidiaries, and variable interest entities, or VIEs, of which we are the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation.

Certain reclassifications have been made in the presentation of the prior period statements of changes in equity related to restricted class A common stock and in the loans receivable disclosures related to risk ratings, property type, and geography in Note 3 to conform to the current period presentation.

Principles of Consolidation

We consolidate all entities that we control through either majority ownership or voting rights. In addition, we consolidate all VIEs of which we are considered the primary beneficiary. VIEs are defined as entities in which equity investors (i) do not have an interest with the characteristics of a controlling financial interest and/or (ii) do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The entity that consolidates a VIE is known as its primary beneficiary and is generally the entity with (i) the power to direct the activities that most significantly affect the VIE’s economic performance and (ii) the right to receive benefits from the VIE or the obligation to absorb losses of the VIE that could be significant to the VIE.

~~Blackstone Mortgage Trust, Inc.~~

~~Notes to Consolidated Financial Statements (continued)~~ ~~(Unaudited)~~

In the third quarter of 2018, we contributed a loan to a single asset securitization vehicle, or the 2018 Single Asset Securitization, which is a VIE, and invested in the related subordinate position. We were not the primary beneficiary of the VIE because we did not have the power to direct the activities that most significantly affected the VIE’s economic performance and, therefore, did not consolidate the 2018 Single Asset Securitization on our balance sheet. We classified the subordinate position we owned as a held-to-maturity debt security that is included in other assets on our consolidated balance sheets. During the six months ended June 30, 2022, the 2018 Single Asset Securitization was liquidated upon full repayment of its collateral and all senior securities outstanding. Refer to Note 18 for additional discussion of our VIEs.

~~In April~~ 2017, we entered into a joint venture, or our Multifamily Joint Venture, with Walker & Dunlop Inc. to originate, hold, and finance multifamily bridge loans. Pursuant to the terms of the agreements governing the joint venture, Walker & Dunlop contributed 15% of the venture’s equity capital and we contributed 85%. We consolidate the Multifamily Joint Venture as we have a controlling financial interest. The non-controlling interests included on our consolidated balance

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

sheets represent the equity interests in our Multifamily Joint Venture that are owned by Walker & Dunlop. A portion of our Multifamily Joint Venture’s consolidated equity and results of operations are allocated to these non-controlling interests based on Walker & Dunlop’s pro rata ownership of our Multifamily Joint Venture.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. As the novel coronavirus, or COVID-19, pandemic has evolved from its emergence in early 2020, so has its global impact. During the course of the pandemic, many countries have re-instituted, or strongly encouraged, varying levels of quarantines and restrictions on travel and in some cases have at times limited operations of certain businesses and taken other restrictive measures designed to help slow the spread of COVID-19 and its variants. Governments and businesses have also instituted vaccine mandates and testing requirements for employees. While vaccine availability and uptake has increased, the longer-term macro-economic effects on global supply chains, inflation, labor shortages and wage increases continue to impact many industries, including the collateral underlying certain of our loans. Moreover, with the potential for new strains of COVID-19 or outbreaks of other infectious diseases, governments and businesses may re-impose aggressive measures to help slow the spread of infectious diseases in the future. For this reason, among others, as the COVID-19 pandemic continues, the potential global impacts are uncertain and difficult to assess. We believe the estimates and assumptions underlying our consolidated financial statements are reasonable and supportable based on the information available as of June 30, 2022, however uncertainty over the ultimate impact of COVID-19, rising inflation and increases in interest rates on the global economy generally, and our business in particular, makes any estimates and assumptions as of June 30, 2022 inherently less certain than they would be absent the current and potential impacts of COVID-19, macroeconomic changes, and geopolitical events. Actual results may ultimately differ materially from those estimates.

Revenue Recognition

Interest income from our loans receivable portfolio ~~and debt securities~~ is recognized over the life of each investment using the effective interest method and is recorded on the accrual basis. Recognition of fees, premiums, and discounts associated with these investments is deferred and recorded over the term of the loan ~~or debt security~~ as an adjustment to yield. Income accrual is generally suspended for loans at the earlier of the date at which payments become 90 days past due or when, in our opinion, recovery of income and principal becomes doubtful. Interest received is then recorded as a reduction in the outstanding principal balance until accrual is resumed when the loan becomes contractually current and performance is demonstrated to be resumed. In addition, for loans we originate, the related origination expenses are deferred and recognized as a component of interest income, however expenses related to loans we acquire are included in general and administrative expenses as incurred.

Cash and Cash Equivalents

Cash and cash equivalents represent cash held in banks and liquid investments with original maturities of three months or less. We may have bank balances in excess of federally insured amounts; however, we deposit our cash and cash equivalents with high credit-quality institutions to minimize credit risk exposure. We have not experienced, and do not expect, any losses on our cash or cash equivalents.

~~Restricted cash represents cash collateral held within our 2021 FL4 collateralized loan obligation. See~~ ~~Note 6~~ ~~for further discussion~~ As of ~~the 2021 FL4 collateralized loan obligation.~~

~~Blackstone Mortgage Trust, Inc.~~

~~Notes to Consolidated Financial Statements (continued)~~ ~~(Unaudited)~~

~~The following table provides a reconciliation of cash, cash equivalents,~~both March 31, 2023 and December 31, 2022, we had no restricted cash on our consolidated balance ~~sheets to the total amount shown on our consolidated statements of cash flows ($ in thousands):~~

June 30, 2022 June 30, 2021
Cash and cash equivalents $ 283,580 $ 289,552
2021 FL4 CLO restricted cash — 50,000
Total cash, cash equivalents, and restricted cash shown in our consolidated statements of cash flows $ 283,580 $ 339,552
sheets.

Through our subsidiaries, we have oversight of certain servicing accounts held with third-party servicers, or Servicing Accounts, which relate to borrower escrows and other cash balances aggregating ~~$623.3~~$446.7 million and ~~$531.2~~$459.6 million as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively. This cash is maintained in segregated bank accounts, and these amounts are not included in the assets and liabilities presented in our consolidated balance sheets. Cash in these Servicing Accounts will be transferred by the respective third-party servicer to the borrower or us under the terms of the applicable loan agreement upon occurrence of certain future events. We do not generate any revenue or incur any expenses as a result of these Servicing Accounts.

Loans Receivable

We originate and purchase commercial real estate debt and related instruments generally to be held as long-term investments ~~at amortized cost.~~

~~Debt Securities Held-to-Maturity~~

We classify our debt securities as held-to-maturity, as we have the intent and ability to hold these securities until maturity. We include our debt securities in other assets on our consolidated balance sheets at amortized cost.

Current Expected Credit Losses Reserve

The current expected credit loss, or CECL, reserve required under Accounting Standard Update, or ASU, 2016-13 “Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments (Topic 326),” or ASU 2016-13, reflects our current estimate of potential credit losses related to our loans ~~and debt securities~~ included in our consolidated balance sheets. Changes to the CECL reserve are recognized through net income on our consolidated statements of operations. While ASU 2016-13 does not require any particular method for determining the CECL reserve, it does specify the reserve should be based on relevant information about past events, including historical loss experience, current portfolio and market conditions, and reasonable and supportable forecasts for the duration of each respective loan. In addition, other than a few narrow exceptions, ASU 2016-13 requires that all financial instruments subject to the CECL model have some amount of loss reserve to reflect the GAAP principal underlying the CECL model that all loans ~~debt securities,~~ and similar assets have some inherent risk of loss, regardless of credit quality, subordinate capital, or other mitigating factors.

We estimate our CECL reserve primarily using the Weighted Average Remaining Maturity, or WARM method, which has been identified as an acceptable loss-rate method for estimating CECL reserves in the Financial Accounting Standards

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Board, or FASB, Staff Q&A Topic 326, No. 1. The WARM method requires us to reference historic loan loss data across a comparable data set and apply such loss rate to each of our loans over their expected remaining term, taking into consideration expected economic conditions over the relevant timeframe. We apply the WARM method for the majority of our loan portfolio, which loans share similar risk characteristics. In certain instances, for loans with unique risk characteristics, we may instead use a probability-weighted model that considers the likelihood of default and expected loss given default for each such individual loan.

Application of the WARM method to estimate a CECL reserve requires judgment, including (i) the appropriate historical loan loss reference data, (ii) the expected timing and amount of future loan fundings and repayments, and (iii) the current credit quality of our portfolio and our expectations of performance and market conditions over the relevant time period. To estimate the historic loan losses relevant to our portfolio, we have augmented our historical loan performance, with market loan loss data licensed from Trepp LLC. This database includes commercial mortgage-backed securities, or CMBS, issued since January 1, 1999 through ~~May 31, 2022.~~February 28, 2023. Within this database, we focused our historical loss reference calculations on the most relevant subset of available CMBS data, which we determined based on loan metrics that are most comparable to

~~Blackstone Mortgage Trust, Inc.~~

~~Notes to Consolidated Financial Statements (continued)~~ ~~(Unaudited)~~

our loan portfolio including asset type, geography, and origination loan-to-value, or LTV. We believe this CMBS data, which includes month-over-month loan and property performance, is the most relevant, available, and comparable dataset to our portfolio.

Our loans typically include commitments to fund incremental proceeds to our borrowers over the life of the loan, which future funding commitments are also subject to the CECL model. The CECL reserve related to future loan fundings is recorded as a component of Other Liabilities on our consolidated balance sheets. This CECL reserve is estimated using the same process outlined above for our outstanding loan balances, and changes in this component of the CECL reserve will similarly impact our consolidated net income. For both the funded and unfunded portions of our loans, we consider our internal risk rating of each loan as the primary credit quality indicator underlying our assessment.

The CECL reserve is measured on a collective basis wherever similar risk characteristics exist within a pool of similar assets. We have identified the following pools and measure the reserve for credit losses using the following methods:

•U.S. Loans: WARM method that incorporates a subset of historical loss data, expected weighted-average remaining maturity of our loan pool, and an economic view.

•Non-U.S. Loans: WARM method that incorporates a subset of historical loss data, expected weighted average remaining maturity of our loan pool, and an economic view.

•Unique Loans: a probability of default and loss given default model, assessed on an individual basis.

•Impaired Loans: impairment is indicated when it is deemed probable that we will not be able to collect all amounts due to us pursuant to the contractual terms of the loan. Determining that a loan is impaired requires significant judgment from management and is based on several factors including (i) the underlying collateral performance, (ii) discussions with the borrower, (iii) borrower events of default, and (iv) other facts that impact the borrower’s ability to pay the contractual amounts due under the terms of the loan. If a loan is determined to be impaired, we record the impairment as a component of our CECL reserve by applying the practical expedient for collateral dependent loans. The CECL reserve is assessed on an individual basis for these loans by comparing the estimated fair value of the underlying collateral, less costs to sell, to the book value of the respective loan. These valuations require significant judgments, which include assumptions regarding capitalization rates, discount rates, leasing, creditworthiness of major tenants, occupancy rates, availability and cost of financing, exit plan, loan sponsorship, actions of other lenders, and other factors. Actual losses, if any, could ultimately differ materially from these estimates. We only expect to realize the impairment losses if and when such amounts are deemed nonrecoverable upon a realization event. This is generally at the time a loan is repaid, or in the case of foreclosure, when the underlying asset is sold, but non-recoverability may also be concluded if, in our determination, it is nearly certain that all amounts due will not be collected.

Contractual Term and Unfunded Loan Commitments

Expected credit losses are estimated over the contractual term of each loan, adjusted for expected prepayments. As part of our quarterly review of our loan portfolio, we assess the expected repayment date of each loan, which is used to determine the contractual term for purposes of computing our CECL reserve.

Additionally, the expected credit losses over the contractual period of our loans are subject to the obligation to extend credit through our unfunded loan commitments. The CECL reserve for unfunded loan commitments is adjusted quarterly, as we consider the expected timing of future funding obligations over the estimated life of the loan. The considerations in

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

estimating our CECL reserve for unfunded loan commitments are similar to those used for the related outstanding ~~loan receivables.~~

~~Blackstone Mortgage Trust, Inc.~~

~~Notes to Consolidated Financial Statements (continued)~~ ~~(Unaudited)~~

loans receivable.

Credit Quality Indicator

Our risk rating is our primary credit quality indicator in assessing our current expected credit loss reserve. We perform a quarterly risk review of our portfolio of loans, and ~~assigns~~assign each loan a risk rating based on a variety of factors, including, without limitation, LTV, debt yield, property type, geographic and local market dynamics, physical condition, cash flow volatility, leasing and tenant profile, loan structure and exit plan, and project sponsorship. Based on a 5-point scale, our loans are rated “l” through “5,” from less risk to greater risk, relative to our loan portfolio in the aggregate, which ratings are defined as follows:

1 -Very Low Risk

2 -Low Risk

3 -Medium Risk

4 -High Risk/Potential for Loss: A loan that has a risk of realizing a principal loss.

5 -Impaired/Loss Likely: A loan that has a very high risk of realizing a principal loss or has otherwise incurred a principal loss.

Estimation of Economic Conditions

In addition to the WARM method computations and probability-weighted models described above, our CECL reserve is also adjusted to reflect our estimation of the current and future economic conditions that impact the performance of the commercial real estate assets securing our loans. These estimations include unemployment rates, interest rates, expectations of inflation and/or recession, and other macroeconomic factors impacting the likelihood and magnitude of potential credit losses for our loans during their anticipated term. In addition to the CMBS data we have licensed from Trepp LLC, we have also licensed certain macroeconomic financial forecasts to inform our view of the potential future impact that broader economic conditions may have on our loan portfolio’s performance. ~~These estimations require~~We may also incorporate information from other sources, including information and opinions available to our Manager, to further inform these estimations. This process requires significant judgments about future events that, while based on the information available to us as of the balance sheet date, are ultimately indeterminate and the actual economic condition impacting our portfolio could vary significantly from the estimates we made as of ~~June 30, 2022.~~

March 31, 2023.

Derivative Financial Instruments

We classify all derivative financial instruments as either other assets or other liabilities on our consolidated balance sheets at fair value.

On the date we enter into a derivative contract, we designate each contract as (i) a hedge of a net investment in a foreign operation, or net investment hedge, (ii) a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability, or cash flow hedge, (iii) a hedge of a recognized asset or liability, or fair value hedge, or (iv) a derivative instrument not to be designated as a hedging derivative, or non-designated hedge. For all derivatives other than those designated as non-designated hedges, we formally document our hedge relationships and designation at the contract’s inception. This documentation includes the identification of the hedging instruments and the hedged items, its risk management objectives, strategy for undertaking the hedge transaction and our evaluation of the effectiveness of its hedged transaction.

On a quarterly basis, we also formally assess whether the derivative we designated in each hedging relationship is expected to be, and has been, highly effective in offsetting changes in the value or cash flows of the hedged items. If it is determined that a derivative is not highly effective at hedging the designated exposure, hedge accounting is discontinued and the changes in fair value of the instrument are included in net income prospectively. Our net investment hedges are assessed using a method based on changes in spot exchange rates. Gains and losses, representing hedge components excluded from the assessment of effectiveness, are recognized in interest income on our consolidated statements of operations over the contractual term of our net investment hedges on a systematic and rational basis, as documented at hedge inception in accordance with our accounting policy election. All other changes in the fair value of our derivative instruments that qualify as hedges are reported as a component of accumulated other comprehensive income (loss) on our consolidated financial statements. Deferred gains and losses are reclassified out of accumulated other comprehensive income (loss) and into net income in the same period or periods during which the hedged transaction affects earnings, and are presented in the

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

same line item as the earnings effect of the hedged item. For cash flow hedges, this is typically when the periodic swap settlements are made, while for net investment hedges, this occurs when the hedged item is sold or substantially liquidated. To the extent a derivative does not qualify for hedge accounting and is deemed a non-designated hedge, the changes in its fair value are included in net income concurrently.

~~Blackstone Mortgage Trust, Inc.~~

~~Notes to Consolidated Financial Statements (continued)~~ ~~(Unaudited)~~

Secured Debt and Asset-Specific Debt

We record investments financed with secured debt or asset-specific debt as separate assets and the related borrowings under any secured debt or asset-specific debt are recorded as separate liabilities on our consolidated balance sheets. Interest income earned on the investments and interest expense incurred on the secured debt or asset-specific debt are reported separately on our consolidated statements of operations.

Senior Loan Participations

In certain instances, we finance our loans through the non-recourse syndication of a senior loan interest to a third-party. Depending on the particular structure of the syndication, the senior loan interest may remain on our GAAP balance sheet or, in other cases, the sale will be recognized and the senior loan interest will no longer be included in our consolidated financial statements. When these sales are not recognized under GAAP we reflect the transaction by recording a loan participations sold liability on our consolidated balance sheet, however this gross presentation does not impact stockholders’ equity or net income. When the sales are recognized, our balance sheet only includes our remaining subordinate loan, and ~~not~~excludes the non-consolidated senior interest in the loan that we sold.

Term Loans

We record our term loans as liabilities on our consolidated balance sheets. Where applicable, any issue discount or transaction expenses are deferred and amortized through the maturity date of the term loans as additional non-cash interest expense.

Senior Secured Notes

We record our senior secured notes as liabilities on our consolidated balance sheets. Where applicable, any issue discount or transaction expenses are deferred and amortized through the maturity date of the senior secured notes as additional non-cash interest expense.

Convertible Notes

In August 2020, the FASB issued ASU 2020-06 “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” or ASU 2020-06. ASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models. ASU 2020-06 also updates the earnings per share calculation and requires entities to assume share settlement when the convertible debt can be settled in cash or shares. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021 and is to be adopted through a cumulative-effect adjustment to the opening balance of retained earnings either at the date of adoption or in the first comparative period presented. We adopted ASU 2020-06 on January 1, 2022, using the modified retrospective method of transition.

~~Subsequent to adoption of ASU 2020-06, convertible debt~~note proceeds, unless issued with a substantial premium or an embedded conversion feature, ~~will no longer be allocated between debt and equity components. This reduces the issue discount and results in less non-cash interest expense in our consolidated financial statements.~~are classified as debt. Additionally, ~~subsequent to adoption of ASU 2020-06,~~ shares issuable under our convertible notes are included in diluted earnings per share in our consolidated financial statements, if the effect is dilutive, using the if-converted method, regardless of settlement intent. Where applicable, any issue discount or transaction expenses are deferred and amortized through the maturity date of the convertible notes as additional non-cash interest expense.

Deferred Financing Costs

The deferred financing costs that are included as a reduction in the net book value of the related liability on our consolidated balance sheets include issuance and other costs related to our debt obligations. These costs are amortized as interest expense using the effective interest method over the life of the related obligations.

Underwriting Commissions and Offering Costs

Underwriting commissions and offering costs incurred in connection with common stock offerings are reflected as a reduction of additional paid-in capital. Costs incurred that are not directly associated with the completion of a common stock offering are expensed when incurred.

Fair Value of Financial Instruments

The “Fair Value Measurements and Disclosures” Topic of the FASB, or ASC 820, defines fair value, establishes a framework for measuring fair value, and requires certain disclosures about fair value measurements under GAAP.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Specifically, this guidance defines fair value based on exit price, or the price that would be received upon the sale of an asset or the transfer of a liability in an orderly transaction between market participants at the measurement date.

~~Blackstone Mortgage Trust, Inc.~~

~~Notes to Consolidated Financial Statements (continued)~~ ~~(Unaudited)~~

ASC 820 also establishes a fair value hierarchy that prioritizes and ranks the level of market price observability used in measuring financial instruments. Market price observability is affected by a number of factors, including the type of financial instrument, the characteristics specific to the financial instrument, and the state of the marketplace, including the existence and transparency of transactions between market participants. Financial instruments with readily available quoted prices in active markets generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

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

•Level 1: Generally includes only unadjusted quoted prices that are available in active markets for identical financial instruments as of the reporting date.

•Level 2: Pricing inputs include quoted prices in active markets for similar instruments, quoted prices in less active or inactive markets for identical or similar instruments where multiple price quotes can be obtained, and other observable inputs, such as interest rates, yield curves, credit risks, and default rates.

•Level 3: Pricing inputs are unobservable for the financial instruments and include situations where there is little, if any, market activity for the financial instrument. These inputs require significant judgment or estimation by management of third-parties when determining fair value and generally represent anything that does not meet the criteria of Levels 1 and 2.

The estimated value of each asset reported at fair value using Level 3 inputs is determined by an internal committee composed of members of our senior management, including our Chief Executive Officer, Chief Financial Officer, and other senior officers.

Certain of our other assets are reported at fair value, as of quarter-end, either (i) on a recurring basis or (ii) on a nonrecurring basis, as a result of impairment or other events. Our assets that are recorded at fair value are discussed further in Note 17. We generally value our assets recorded at fair value by either (i) discounting expected cash flows based on assumptions regarding the collection of principal and interest and estimated market rates, or (ii) obtaining assessments from ~~third-party dealers.~~third-parties. For collateral-dependent loans that are identified as impaired, we measure impairment by comparing our estimation of the fair value of the underlying collateral, less costs to sell, to the book value of the respective loan. These valuations require significant judgments, which include assumptions regarding capitalization rates, discount rates, leasing, creditworthiness of major tenants, occupancy rates, availability and cost of financing, exit plan, loan sponsorship, actions of other lenders, and other factors.

As of ~~June 30, 2022,~~March 31, 2023, we had ~~a $54.9~~an aggregate $197.3 million asset-specific CECL reserve ~~specifically~~ related to ~~one~~six of our loans receivable with an aggregate outstanding principal balance of ~~$286.3~~$998.1 million, net of cost-recovery proceeds. The CECL reserve was recorded based on our estimation of the fair value of the ~~loan’s~~loans' aggregate underlying collateral as of ~~June 30, 2022. This loan~~March 31, 2023. These loans receivable isare therefore measured at fair value on a nonrecurring basis using significant unobservable inputs, and isare classified as a Level 3 ~~asset~~assets in the fair value hierarchy. We estimated the fair value of these loans receivable by considering a variety of inputs including property performance, market data, and comparable sales, as applicable. The significant unobservable inputs used ~~to estimate the fair value of this loan receivable~~ include the exit capitalization rate assumption ~~of 4.80%~~ used to forecast the future sale price of the underlying real estate collateral, which ranged from 5.25% to 7.50%, and the unlevered discount rate, ~~of 8.30%, in addition~~which ranged from 7.50% to ~~reviewing comparable sales on a per-key basis.~~9.75%.

We are also required by GAAP to disclose fair value information about financial instruments, which are not otherwise reported at fair value in our consolidated balance sheet, to the extent it is practicable to estimate a fair value for those instruments. These disclosure requirements exclude certain financial instruments and all non-financial instruments.

The following methods and assumptions are used to estimate the fair value of each class of financial instruments, for which it is practicable to estimate that value:

•Cash and cash equivalents: The carrying amount of cash and cash equivalents approximates fair value.

•Loans receivable, net: The fair values of these loans were estimated using a discounted cash flow methodology, taking into consideration various factors including capitalization rates, discount rates, leasing, credit worthiness of major tenants, occupancy rates, availability and cost of financing, exit plan, loan sponsorship, actions of other lenders, and other factors.

•Debt securities held-to-maturity: The fair value of these instruments was estimated by utilizing third-party pricing service providers assuming the securities are not sold prior to maturity. In determining the value of a particular

1614

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

~~investment, pricing service providers may use broker-dealer quotations, reported trades, or valuation estimates from their internal pricing models to determine the reported price.~~

•Derivative financial instruments: The fair value of our foreign currency and interest rate contracts was estimated using advice from a third-party derivative specialist, based on contractual cash flows and observable inputs comprising foreign currency rates and credit spreads.

•Secured debt, net: The fair value of these instruments was estimated based on the rate at which a similar credit facility would currently be priced.

•Securitized debt obligations, net: The fair value of these instruments was estimated by utilizing third-party pricing service providers. In determining the value of a particular investment, pricing service providers may use broker-dealer quotations, reported trades, or valuation estimates from their internal pricing models to determine the reported price.

•Asset-specific debt, net: The fair value of these instruments was estimated based on the rate at which a similar agreement would currently be priced.

•Loan participations sold, net: The fair value of these instruments was estimated based on the value of the related loan receivable asset.

•Term loans, net: The fair value of these instruments was estimated by utilizing third-party pricing service providers. In determining the value of a particular investment, pricing service providers may use broker-dealer quotations, reported trades, or valuation estimates from their internal pricing models to determine the reported price.

•Senior secured notes, net: The fair value of these instruments was estimated by utilizing third-party pricing service providers. In determining the value of a particular investment, pricing service providers may use broker-dealer quotations, reported trades, or valuation estimates from their internal pricing models to determine the reported price.

•Convertible notes, net: Each series of the convertible notes is actively traded and their fair values were obtained using quoted market prices.

Income Taxes

Our financial results generally do not reflect provisions for current or deferred income taxes on our REIT taxable income. We believe that we operate in a manner that will continue to allow us to be taxed as a REIT and, as a result, we generally do not expect to pay substantial corporate level taxes other than those payable by our taxable REIT subsidiaries. If we were to fail to meet these requirements, we may be subject to federal, state, and local income tax on current and past income, and penalties. Refer to Note 15 for additional information.

Stock-Based Compensation

Our stock-based compensation consists of awards issued to our Manager, ~~and~~ certain individuals employed by an affiliate of our Manager, and certain members of our board of directors that vest over the life of the awards, as well as deferred stock units issued to certain members of our board of directors. Stock-based compensation expense is recognized for these awards in net income on a variable basis over the applicable vesting period of the awards, based on the value of our class A common stock. Refer to Note 16 for additional information.

Earnings per Share

Basic earnings per share, or Basic EPS, is computed in accordance with the two-class method and is based on (i) the net earnings allocable to our class A common stock, including restricted class A common stock and deferred stock units, divided by (ii) the weighted-average number of shares of our class A common stock, including restricted class A common stock and deferred stock units outstanding during the period. Our restricted class A common stock is considered a participating security, as defined by GAAP, and has been included in our Basic EPS under the two-class method as these restricted shares have the same rights as our other shares of class A common stock, including participating in any gains or losses.

~~Blackstone Mortgage Trust, Inc.~~

~~Notes to Consolidated Financial Statements (continued)~~ ~~(Unaudited)~~

Diluted earnings per share, or Diluted EPS, is determined using the if-converted method, and is based on (i) the net earnings, adjusted for interest expense incurred on our convertible notes during the relevant period, net of incentive fees,

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

allocable to our class A common stock, including restricted class A common stock and deferred stock units, divided by (ii) the weighted-average number of shares of our class A common stock, including restricted class A common stock, deferred stock units, and shares of class A common stock issuable under our convertible notes. Refer to Note 13 for additional discussion of earnings per share.

Foreign Currency

In the normal course of business, we enter into transactions not denominated in United States, or U.S., dollars. Foreign exchange gains and losses arising on such transactions are recorded as a gain or loss in our consolidated statements of operations. In addition, we consolidate entities that have a non-U.S. dollar functional currency. Non-U.S. dollar denominated assets and liabilities are translated to U.S. dollars at the exchange rate prevailing at the reporting date and income, expenses, gains, and losses are translated at the average exchange rate over the applicable period. Cumulative translation adjustments arising from the translation of non-U.S. dollar denominated subsidiaries are recorded in other comprehensive income (loss).

~~Underwriting Commissions and Offering Costs~~

Recent Accounting Pronouncements

In March 2022, the FASB issued ASU 2022-02 “Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures,” or ASU 2022-02. ASU 2022-02 eliminates the accounting guidance for troubled debt restructurings and requires disclosure of current-period gross write-offs by year of loan origination. Additionally, ASU 2022-02 updates the accounting for credit losses under ASC 326 and adds enhanced disclosures with respect to loan refinancings and restructurings in the form of principal forgiveness, interest rate concessions, other-than-insignificant payment delays, or term extensions when the borrower is experiencing financial difficulties. ASU 2022-02 is effective for fiscal years beginning after December 15, 2022 and early adoption is permitted. The amendments should be applied prospectively, however for the recognition and measurement of troubled debt restructurings, the entity has the option to apply a modified retrospective transition method, resulting in a cumulative-effect adjustment to retained earnings in the period of adoption. ~~We are currently evaluating the impact~~The adoption of ASU 2022-02 ~~will~~on January 1, 2023 did not have a material impact on our consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04 “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” or ASU 2020-04. ASU 2020-04 provides optional expedients and exceptions to GAAP requirements for modifications on debt instruments, leases, derivatives, and other contracts, related to the ~~expected~~ market transition from LIBOR, and certain other floating rate benchmark indices, or collectively, IBORs, to alternative reference rates. ASU 2020-04 generally considers contract modifications related to reference rate reform to be an event that does not require contract remeasurement at the modification date nor a reassessment of a previous accounting determination. In January 2021, the FASB issued ASU 2021-01 “Reference Rate Reform (Topic 848): Scope,” or ASU 2021-01. ASU 2021-01 clarifies that the practical expedients in ASU 2020-04 apply to derivatives impacted by changes in the interest rate used for margining, discounting, or contract price alignment. In December 2022, the FASB issued ASU 2022-06 "Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848", or ASU 2022-06. ASU 2022-06 deferred the sunset date of ASU 2020-04 to December 31, 2024. The guidance in ASU 2020-04 is optional and may be elected over time, through December 31, ~~2022,~~2024, as reference rate reform activities occur. Once ASU 2020-04 is elected, the guidance must be applied prospectively for all eligible contract modifications. In the first quarter of 2020, we have elected to apply the hedge accounting expedients, related to probability and the assessments of effectiveness, for future IBOR-indexed cash flows, to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with our past presentation. We ~~continue~~plan to ~~evaluate~~apply the ~~impact of ASU 2020-04~~contract modification expedients for our applicable loan and ~~may apply other elections, as applicable, as~~debt modifications that relate to the market transition from ~~IBORs to alternative reference rates continues to develop.~~IBORs. Therefore, our loan and debt modifications that are in accordance with ASU 2020-04 do not require a remeasurement at the modification date nor a reassessment of a previous accounting determination. The application of the ASU 2020-04 expedients have not had a material impact on our consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06, described above under “Convertible Notes.” We adopted ASU 2020-06 on January 1, 2022, using the modified retrospective method of transition, which resulted in an aggregate decrease to our additional paid-in capital of $2.4 million, an aggregate decrease to our accumulated deficit of $2.0 million, and an aggregate increase to our convertible notes, net, of $476,000, as of January 1, 2022. In addition, the adoption of ASU 2020-06 decreased our diluted earnings per share by $0.02 for the six months ended June 30, 2022.

~~Blackstone Mortgage Trust, Inc.~~

~~Notes to Consolidated Financial Statements (continued)~~ ~~(Unaudited)~~

Reference Rate Reform

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

previously announced ~~intends~~its intention to cease publication of remaining U.S. dollar LIBOR settings immediately after June 30, ~~2023.~~2023; however, in November 2022 the U.K. Financial Conduct Authority, which regulates IBA, announced a public consultation regarding whether it should compel IBA to continue publishing “synthetic” USD LIBOR settings from June 2023 to the end of September 2024. Further, on March 15, 2022, the Consolidated Appropriations Act of 2022, which includes the Adjustable Interest Rate (LIBOR) Act, or LIBOR Act, was signed into law in the U.S. This legislation establishes a uniform benchmark replacement process for financial contracts maturing after June 30, 2023 that do not contain clearly defined or practicable fallback provisions. Under the LIBOR Act, such contracts will automatically transition as a matter of law to a Secured Overnight Financing Rate, or SOFR, based replacement rate identified by the Board of Governors of the Federal Reserve System, or Federal Reserve. The legislation also creates a safe harbor that shields lenders from litigation if they choose to utilize a replacement rate recommended by the ~~Board of Governors of~~Federal Reserve. In December 2022, the Federal ~~Reserve.~~

Reserve adopted a final rule to implement the LIBOR Act.

The ~~U.S.~~ Federal Reserve, in conjunction with the Alternative Reference Rates Committee, or ARRC, a steering committee composed of large U.S. financial institutions, ~~has~~ identified ~~the Secured Overnight Financing Rate, or~~ SOFR, a new index calculated using short-term repurchase agreements backed by U.S. Treasury securities, as its preferred alternative rate for USD LIBOR. According to the ARRC, data from the cash and derivatives markets show continued momentum in the transition from LIBOR to SOFR, and SOFR is currently predominant across cash and derivatives markets. As of ~~June 30, 2022,~~March 31, 2023, one-month term SOFR is utilized as the floating benchmark rate on 43118 of our loans, the financing provided on the 2020 FL3 and 2020 FL2 CLOs, one of our asset-specific financings, ~~and~~ certain borrowings under 814 of our credit ~~facilities.~~facilities, and our B-4 Term Loan. As of ~~June 30, 2022, the~~March 31, 2023, one-month term SOFR was ~~1.69%~~4.80% and one-month USD LIBOR was ~~1.79%~~4.86%. Additionally, market participants have ~~started~~continued to transition from GBP LIBOR to the Sterling Overnight Index Average, or SONIA, in line with guidance from the U.K. regulators. As of ~~June 30, 2022,~~March 31, 2023, daily compounded SONIA is utilized as the floating benchmark rate for all of our floating rate British Pound Sterling loans and related financings.

As of March 31, 2023, 80% of our aggregate loan principal balance has either transitioned to the applicable replacement benchmark rate, or its existing benchmark rate is not expected to be replaced, and we expect to transition the remaining 20% in 2023.

At this time, it is not possible to predict how markets will respond in the future to SOFR, SONIA, or other alternative reference rates as the transition away from USD LIBOR and GBP LIBOR proceeds. Despite the LIBOR transition in other markets, benchmark rate methodologies in Europe, Australia, Canada, Switzerland and Denmark have been reformed and rates such as EURIBOR, STIBOR, BBSY, CDOR, SARON and CIBOR may persist as International Organization of Securities Commissions, or IOSCO, compliant reference rates moving forward. However, multi-rate environments may persist in these markets as regulators and working groups have suggested market participants adopt alternative reference rates.

1917

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

3. LOANS RECEIVABLE, NET

The following table details overall statistics for our loans receivable portfolio ($ in thousands):


		June 30, 2022			December 31, 2021				March 31, 2023			December 31, 2022
Number of loans	Number of loans	205			188			Number of loans	199			203
Principal balance	Principal balance	$	25,001,207		$	22,156,437		Principal balance	$	25,020,489		$	25,160,343
Net book value	Net book value	$	24,698,522		$	21,878,338		Net book value	$	24,559,773		$	24,691,743
Unfunded loan commitments(1)	Unfunded loan commitments(1)	$	4,623,298		$	4,180,128		Unfunded loan commitments(1)	$	3,382,489		$	3,806,153
Weighted-average cash coupon(2)	Weighted-average cash coupon(2)	+ 3.28		%	+ 3.19		%	Weighted-average cash coupon(2)	+ 3.46		%	+ 3.44		%
Weighted-average all-in yield(2)	Weighted-average all-in yield(2)	+ 3.64		%	+ 3.52		%	Weighted-average all-in yield(2)	+ 3.85		%	+ 3.84		%
Weighted-average maximum maturity (years)(3)	Weighted-average maximum maturity (years)(3)	3.5			3.4			Weighted-average maximum maturity (years)(3)	2.9			3.1

(1)Unfunded commitments will primarily be funded to finance our borrowers’ construction or development of real estate-related assets, capital improvements of existing assets, or lease-related expenditures. These commitments will generally be funded over the term of each loan, subject in certain cases to an expiration date.

(2)The weighted-average cash coupon and all-in yield are expressed as a spread over the relevant floating benchmark rates, which include SOFR, USD LIBOR, ~~SOFR,~~ SONIA, ~~GBP LIBOR,~~ EURIBOR, and other indices, as applicable to each loan. As of ~~June 30,~~March 31, 2023 and December 31, 2022, substantially all of our loans by principal balance earned a floating rate of interest, primarily indexed to SOFR and USD LIBOR. ~~As of December 31, 2021, 99.5% of our loans by total loan exposure earned a floating rate of interest, primarily indexed to USD LIBOR. The other 0.5% of our loans earned a fixed rate of interest.~~ In addition to cash coupon, all-in yield includes the amortization of deferred origination and extension fees, loan origination costs, and purchase discounts, as well as the accrual of exit fees. Excludes ~~1 loan~~loans accounted for under the cost-recovery method.

(3)Maximum maturity assumes all extension options are exercised by the borrower, however our loans may be repaid prior to such date. As of ~~June 30, 2022, 58%~~March 31, 2023, 36% of our loans by principal balance were subject to yield maintenance or other prepayment restrictions and ~~42%~~64% were open to repayment by the borrower without penalty. As of December 31, ~~2021, 56%~~2022, 50% of our loans by principal balance were subject to yield maintenance or other prepayment restrictions and ~~44%~~50% were open to repayment by the borrower without penalty.

The following table details the index rate floors for our loans receivable portfolio as of ~~June 30, 2022~~March 31, 2023 ($ in thousands):


		Loans Receivable Principal Balance							Loans Receivable Principal Balance
Index Rate Floors	Index Rate Floors	USD		Non-USD(1)		Total		Index Rate Floors	USD		Non-USD(1)		Total
Fixed Rate	Fixed Rate	$	37,500	$	—	$	37,500	Fixed Rate	$	39,588	$	—	$	39,588
0.00% or no floor~~(2)~~	0.00% or no floor~~(2)~~	3,929,778		7,416,949		11,346,727		0.00% or no floor~~(2)~~	4,592,757		7,031,512		11,624,269
0.01% to 1.00% floor	0.01% to 1.00% floor	9,483,006		700,123		10,183,129		0.01% to 1.00% floor	8,987,071		868,032		9,855,103
1.01% to 1.50% floor	1.01% to 1.50% floor	2,421,615		59,366		2,480,981		1.01% to 1.50% floor	2,044,620		156,283		2,200,903
1.51% to 2.00% floor	1.51% to 2.00% floor	687,584		—		687,584		1.51% to 2.00% floor	499,515		313,008		812,523
2.01% or more floor	2.01% or more floor	216,126		49,160		265,286		2.01% or more floor	438,532		49,571		488,103
Total~~(3)~~(2)	Total~~(3)~~(2)	$	16,775,609	$	8,225,598	$	25,001,207	Total~~(3)~~(2)	$	16,602,083	$	8,418,406	$	25,020,489

(1)Includes Euro, British Pound Sterling, Swedish Krona, Australian Dollar, Canadian Dollar, Swiss Franc, and Danish Krone currencies.

(2)~~Includes a $286.3 million loan accounted for under the cost-recovery method.~~

~~(3)~~As of ~~June 30, 2022,~~March 31, 2023, the weighted-average index rate floor of our loan portfolio was ~~0.32%~~0.34%. Excluding 0.0% index rate floors and loans with no floor, the weighted-average index rate floor was ~~0.58%~~0.61%.

2018

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Activity relating to our loans receivable portfolio was as follows ($ in thousands):


		Principal Balance		Deferred Fees / Other Items(1)		Net Book Value			Principal Balance		Deferred Fees / Other Items(1)		Net Book Value

Loans Receivable, as of December 31, 2021		$	22,156,437	$	(153,420)	$	22,003,017
Loans Receivable, as of December 31, 2022								Loans Receivable, as of December 31, 2022	$	25,160,343	$	(142,463)	$	25,017,880
Loan fundings	Loan fundings	5,589,977		—		5,589,977		Loan fundings	369,812		—		369,812
Loan repayments and sales	Loan repayments and sales	(2,101,793)		—		(2,101,793)		Loan repayments and sales	(592,361)		—		(592,361)

Unrealized (loss) gain on foreign currency translation		(643,414)		4,851		(638,563)
Unrealized gain (loss) on foreign currency translation								Unrealized gain (loss) on foreign currency translation	82,695		(567)		82,128
Deferred fees and other items	Deferred fees and other items	—		(58,716)		(58,716)		Deferred fees and other items	—		(2,850)		(2,850)
Amortization of fees and other items	Amortization of fees and other items	—		37,624		37,624		Amortization of fees and other items	—		21,755		21,755
Loans Receivable, as of June 30, 2022		$	25,001,207	$	(169,661)	$	24,831,546
Loans Receivable, as of March 31, 2023								Loans Receivable, as of March 31, 2023	$	25,020,489	$	(124,125)	$	24,896,364
CECL reserve	CECL reserve					(133,024)		CECL reserve					(336,591)
Loans Receivable, net, as of June 30, 2022						$	24,698,522
Loans Receivable, net, as of March 31, 2023								Loans Receivable, net, as of March 31, 2023					$	24,559,773

(1)Other items primarily consist of purchase and sale discounts or premiums, exit fees, and deferred origination expenses.

2119

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

The tables below detail the property type and geographic distribution of the properties securing the loans in our portfolio ($ in thousands):


June 30, 2022
March 31, 2023								March 31, 2023
Property Type	Property Type	Number of Loans	Net Book Value		Total Loan Exposure(1)		Percentage of Portfolio	Property Type	Number of Loans	Net Book Value		Total Loan Exposure(1)		Net Loan Exposure(2)		Net Loan Exposure Percentage of Portfolio
Office	Office	67	$	9,735,435	$	10,771,841	41%	Office	58	$	9,044,537	$	9,993,785	$	8,160,735	34%
Multifamily	Multifamily	83	6,392,372		6,500,608		25	Multifamily	80	6,309,898		6,437,276		6,276,458		27
Hospitality	Hospitality	29	4,979,191		5,014,033		19	Hospitality	29	4,781,063		4,807,007		4,462,406		19
Industrial	Industrial	8	1,547,660		1,636,239		6	Industrial	12	2,182,281		2,277,667		2,190,900		9
Retail	Retail	9	1,105,177		1,145,756		4	Retail	8	958,158		1,003,736		948,243		4
Life Sciences / Studio								Life Sciences / Studio	4	373,001		620,980		374,199		2
Other	Other	9	1,071,711		1,440,984		5	Other	8	1,247,426		1,602,218		1,218,616		5
Total loans receivable	Total loans receivable	205	$	24,831,546	$	26,509,461	100%	Total loans receivable	199	$	24,896,364	$	26,742,669	$	23,631,557	100%
CECL reserve	CECL reserve		(133,024)					CECL reserve		(336,591)
Loans receivable, net	Loans receivable, net		$	24,698,522				Loans receivable, net		$	24,559,773

Geographic Location	Geographic Location	Number of Loans	Net Book Value		Total Loan Exposure(1)		Percentage of Portfolio	Geographic Location	Number of Loans	Net Book Value		Total Loan Exposure(1)		Net Loan Exposure(2)		Net Loan Exposure Percentage of Portfolio
United States	United States							United States
Sunbelt	Sunbelt	78	$	6,530,957	$	6,792,543	26%	Sunbelt	75	$	6,292,774	$	6,570,466	$	6,184,786	26%
Northeast	Northeast	40	5,341,968		5,667,952		21	Northeast	35	5,437,995		5,760,805		4,588,703		20
West	West	34	3,476,401		4,394,168		17	West	32	3,483,559		4,566,903		3,451,543		15
Midwest	Midwest	10	1,001,165		1,107,264		4	Midwest	10	987,885		1,091,506		983,430		4
Northwest	Northwest	6	317,396		321,937		1	Northwest	6	330,761		334,584		332,632		1
Subtotal	Subtotal	168	16,667,887		18,283,864		69	Subtotal	158	16,532,974		18,324,264		15,541,094		66
International	International							International
United Kingdom	United Kingdom	20	3,179,066		3,210,116		12	United Kingdom	23	3,506,565		3,535,306		3,261,329		14
Australia	Australia	5	1,451,073		1,463,974		6	Australia	5	1,388,484		1,399,171		1,392,851		6
Ireland								Ireland	3	1,205,717		1,212,182		1,210,638		5
Spain	Spain	4	1,241,840		1,247,087		5	Spain	3	1,129,574		1,133,120		1,095,200		5
Ireland		2	1,103,546		1,109,382		4
Sweden	Sweden	1	482,377		486,202		2	Sweden	1	474,690		477,768		477,465		2
Canada	Canada	1	49,071		49,160		—	Canada	1	49,571		49,571		49,535		—
Other Europe	Other Europe	4	656,686		659,676		2	Other Europe	5	608,789		611,287		603,445		2
Subtotal	Subtotal	37	8,163,659		8,225,597		31	Subtotal	41	8,363,390		8,418,405		8,090,463		34
Total loans receivable	Total loans receivable	205	$	24,831,546	$	26,509,461	100%	Total loans receivable	199	$	24,896,364	$	26,742,669	$	23,631,557	100%
CECL reserve	CECL reserve		(133,024)					CECL reserve		(336,591)
Loans receivable, net	Loans receivable, net		$	24,698,522				Loans receivable, net		$	24,559,773

(1)In certain instances, we finance our loans through the non-recourse sale of a senior loan interest that is not included in our consolidated financial statements. See Note 2 for further discussion. Total loan exposure encompasses the entire loan we originated and financed, including ~~$1.5~~$1.7 billion of such non-consolidated senior interests as of ~~June 30, 2022.~~March 31, 2023.

(2)Net loan exposure reflects the amount of each loan that is subject to risk of credit loss to us as of March 31, 2023, which is our total loan exposure net of (i) $1.7 billion of non-consolidated senior interests, (ii) $822.9 million of asset-specific debt, (iii) $229.5 million of loan participations sold, and (iv) our aggregate CECL reserve of $336.6 million. Our non-consolidated senior interests, asset-specific debt, and loan participations sold are structurally non-recourse and term-matched to the corresponding collateral loans.

2220

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

December 31, 2021
Property Type
Number of
Loans
Net
Book Value
Total Loan
Exposure(1)(2)
Percentage of
Portfolio
Office 65 $ 9,473,039 $ 10,425,026 44%
Multifamily 75 5,721,260 5,771,517 24
Hospitality 25 3,427,245 3,540,391 15
Industrial 6 1,102,452 1,185,606 5
Retail 8 871,241 909,970 4
Other 9 1,407,780 1,836,601 8
Total loans receivable 188 $ 22,003,017 $ 23,669,111 100%
CECL reserve (124,679)
Loans receivable, net $ 21,878,338
Geographic Location
Number of
Loans
Net
Book Value
Total Loan
Exposure(1)(2)
Percentage of
Portfolio
United States
Sunbelt 71 $ 5,907,230 $ 6,206,216 26%
Northeast 37 4,615,076 4,934,295 21
West 33 3,520,942 4,199,208 18
Midwest 10 1,063,202 1,113,959 5
Northwest 5 251,121 252,700 1
Subtotal 156 15,357,571 16,706,378 71
International
United Kingdom 17 2,342,146 2,598,033 11
Spain 4 1,374,364 1,380,763 6
Ireland 1 1,210,375 1,216,864 5
Sweden 1 546,319 551,149 2
Australia 4 504,668 509,885 2
Canada 2 68,558 68,478 —
Other Europe 3 599,016 637,561 3
Subtotal 32 6,645,446 6,962,733 29
Total loans receivable 188 $ 22,003,017 $ 23,669,111 100%
CECL reserve (124,679)
Loans receivable, net $ 21,878,338


December 31, 2022
Property Type	Number of Loans	Net Book Value		Total Loan Exposure(1)		Net Loan Exposure(2)		Net Loan Exposure Percentage of Portfolio
Office	60	$	9,082,946	$	10,023,495	$	8,099,334	34%
Multifamily	80	6,214,123		6,330,153		6,189,298		26
Hospitality	30	4,879,314		4,908,583		4,552,404		19
Industrial	12	2,140,636		2,236,716		2,150,501		9
Retail	9	1,098,315		1,141,932		1,090,238		5
Life Sciences/Studio	4	358,676		570,089		359,830		2
Other	8	1,243,870		1,599,313		1,217,578		5
Total loans receivable	203	$	25,017,880	$	26,810,281	$	23,659,183	100%
CECL reserve		(326,137)
Loans receivable, net		$	24,691,743

Geographic Location	Number of Loans	Net Book Value		Total Loan Exposure(1)		Net Loan Exposure(2)		Net Loan Exposure Percentage of Portfolio
United States
Sunbelt	75	$	6,538,034	$	6,802,928	$	6,244,886	27%
Northeast	36	5,339,874		5,666,968		4,570,180		19
West	33	3,515,517		4,547,946		3,486,343		15
Midwest	10	987,718		1,091,882		984,151		4
Northwest	6	317,863		321,937		320,156		1
Subtotal	160	16,699,006		18,431,661		15,605,716		66
International
United Kingdom	23	3,362,629		3,393,126		3,123,925		13
Australia	5	1,405,601		1,417,318		1,408,565		6
Spain	4	1,237,446		1,241,808		1,204,218		5
Ireland	3	1,192,220		1,199,406		1,197,892		5
Sweden	1	473,374		476,673		476,367		2
Canada	1	49,409		49,432		49,398		—
Other Europe	6	598,195		600,857		593,102		3
Subtotal	43	8,318,874		8,378,620		8,053,467		34
Total loans receivable	203	$	25,017,880	$	26,810,281	$	23,659,183	100%
CECL reserve		(326,137)
Loans receivable, net		$	24,691,743

(1)In certain instances, we finance our loans through the non-recourse sale of a senior loan interest that is not included in our consolidated financial statements. See Note 2 for further discussion. Total loan exposure encompasses the entire loan we originated and financed, including ~~$1.5~~$1.6 billion of such non-consolidated senior interests as of December 31, ~~2021.~~2022.

(2)~~Excludes investment~~Net loan exposure reflects the amount of each loan that is subject to risk of credit loss to us as of December 31, 2022, which is our total loan exposure net of (i) $1.6 billion of non-consolidated senior interests, (ii) $950.3 million of asset-specific debt, (iii) $224.7 million of loan participations sold, and and (iv) our aggregate CECL reserve of $326.1 million. Our non-consolidated senior interests, asset-specific debt, and loan participations sold are structurally non-recourse and term-matched to the ~~$379.3 million 2018 Single Asset Securitization. See Note 4 for details of the subordinate position we own in the 2018 Single Asset Securitization~~.corresponding collateral loans.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Loan Risk Ratings

As further described in Note 2, we evaluate our loan portfolio on a quarterly basis. In conjunction with our quarterly loan portfolio review, we assess the risk factors of each loan, and assign a risk rating based on several factors. Factors considered in the assessment include, but are not limited to, risk of loss, current LTV, debt yield, collateral performance, structure, exit plan, and sponsorship. Loans are rated “1” (less risk) through “5” (greater risk), which ratings are defined in Note 2.

~~Blackstone Mortgage Trust, Inc.~~

~~Notes to Consolidated Financial Statements (continued)~~ ~~(Unaudited)~~

The following table allocates the ~~principal balance~~net book value, total loan exposure, and net ~~book value~~loan exposure of our loans receivable based on our internal risk ratings ($ in thousands):


		June 30, 2022					December 31, 2021						March 31, 2023
Risk Rating	Risk Rating	Number of Loans	Net Book Value		Total Loan Exposure(1)		Number of Loans	Net Book Value		Total Loan Exposure(1)(2)		Risk Rating	Number of Loans	Net Book Value		Total Loan Exposure(1)		Net Loan Exposure(2)
1	1	12	$	836,222	$	868,722	8	$	642,776	$	645,854	1	17	$	1,158,445	$	1,182,278	$	1,128,313
2	2	39	5,856,051		6,178,959		28	5,200,533		5,515,250		2	40	6,462,458		7,689,868		5,808,391
3	3	143	15,773,096		17,089,166		141	13,604,027		14,944,045		3	123	13,105,735		13,695,326		12,775,551
4	4	10	2,081,368		2,086,305		10	2,270,872		2,277,653		4	13	3,172,029		3,177,140		3,118,503
5	5	1	284,809		286,309		1	284,809		286,309		5	6	997,697		998,057		800,799
Total loans receivable	Total loans receivable	205	$	24,831,546	$	26,509,461	188	$	22,003,017	$	23,669,111	Total loans receivable	199	$	24,896,364	$	26,742,669	$	23,631,557
CECL reserve	CECL reserve		(133,024)					(124,679)				CECL reserve		(336,591)
Loans receivable, net	Loans receivable, net		$	24,698,522				$	21,878,338			Loans receivable, net		$	24,559,773

													December 31, 2022
Risk Rating												Risk Rating	Number of Loans	Net Book Value		Total Loan Exposure(1)		Net Loan Exposure(2)
1												1	17	$	1,403,185	$	1,428,232	$	1,170,725
2												2	36	5,880,424		6,562,852		5,292,933
3												3	134	14,128,133		15,209,018		13,826,730
4												4	11	2,677,027		2,680,145		2,628,539
5												5	5	929,111		930,034		740,256
Total loans receivable												Total loans receivable	203	$	25,017,880	$	26,810,281	$	23,659,183
CECL reserve												CECL reserve		(326,137)
Loans receivable, net												Loans receivable, net		$	24,691,743

(1)In certain instances, we finance our loans through the non-recourse sale of a senior loan interest that is not included in our consolidated financial statements. See Note 2 for further discussion. Total loan exposure encompasses the entire loan we originated and financed, including ~~$1.5~~$1.7 billion and $1.6 billion of such non-consolidated senior interests as of ~~both June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively.

(2)~~Excludes investment~~Net loan exposure reflects the amount of each loan that is subject to ~~the 2018 Single Asset Securitization~~risk of ~~$379.3~~credit loss to us as of March 31, 2023, which is our total loan exposure net of (i) $1.7 billion of non-consolidated senior interests, (ii) $822.9 million of asset-specific debt, (iii) $229.5 million of loan participations sold, and (iv) our aggregate CECL reserve of $336.6 million. Our net loan exposure as of December 31, ~~2021. See Note 4 for details~~2022 is our total loan exposure net of (i) $1.6 billion of non-consolidated senior interests, (ii) $950.3 million of asset-specific debt, (iii) $224.7 million of loan participations sold, and and (iv) our aggregate CECL reserve of $326.1 million. Our non-consolidated senior interests, asset-specific debt, and loan participations sold are structurally non-recourse and term-matched to the ~~subordinate position we own in the 2018 Single Asset Securitization.~~corresponding collateral loans.

~~The~~Our loan portfolio had a weighted-average risk rating of ~~our total loan exposure was 2.8~~2.9 as of both ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021.~~2022.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Current Expected Credit Loss Reserve

The CECL reserve required under GAAP reflects our current estimate of potential credit losses related to the loans ~~and debt securities~~ included in our consolidated balance sheets. Refer to Note 2 for further discussion of our CECL reserve. The following table presents the activity in our loans receivable CECL reserve by investment pool for the ~~three~~year ended March 31, 2023 and ~~six months ended June 30,~~ 2022 ~~and 2021~~ ($ in thousands):


	U.S. Loans(1)		Non-U.S. Loans		Unique Loans		Impaired Loans		Total
Loans Receivable, Net
CECL reserve as of December 31, 2022	$	67,880	$	22,519	$	45,960	$	189,778	$	326,137
Increase (decrease) in CECL reserve	5,314		(2,823)		483		7,480		10,454
CECL reserve as of March 31, 2023	$	73,194	$	19,696	$	46,443	$	197,258	$	336,591








CECL reserve as of December 31, 2021	$	26,885	$	10,263	$	32,657	$	54,874	$	124,679
Decrease in CECL reserve	(644)		(54)		(1,760)		—		(2,458)
CECL reserve as of March 31, 2022	$	26,241	$	10,209	$	30,897	$	54,874	$	122,221

U.S. Loans
Non-U.S.
Loans
Unique
Loans
Impaired
Loans
Total
Loans Receivable, Net
CECL reserve as of December 31, 2021 $ 26,885 $ 10,263 $ 32,657 $ 54,874 $ 124,679
Decrease in CECL reserve (644) (54) (1,760) — (2,458)
CECL reserve as of March 31, 2022 $ 26,241 $ 10,209 $ 30,897 $ 54,874 $ 122,221
Increase in CECL reserve 7,070 1,135 2,598 — 10,803
CECL reserve as of June 30, 2022 $ 33,311 $ 11,344 $ 33,495 $ 54,874 $ 133,024
CECL reserve as of December 31, 2020 $ 42,995 $ 27,734 $ 33,159 $ 69,661 $ 173,549
Increase (decrease) in CECL reserve 1,539 (3,134) 146 — (1,449)
CECL reserve as of March 31, 2021 $ 44,534 $ 24,600 $ 33,305 $ 69,661 $ 172,100
Decrease in CECL reserve (26,861) (15,771) (523) — (43,155)
CECL reserve as of June 30, 2021 $ 17,673 $ 8,829 $ 32,782 $ 69,661 $ 128,945

(1) Includes Canadian loans, which have similar risk characteristics as U.S. loans.

~~Blackstone Mortgage Trust, Inc.~~

~~Notes to Consolidated Financial Statements (continued)~~ ~~(Unaudited)~~

~~Previously, we entered into loan modifications related to a multifamily asset in New York City, which were classified as troubled debt restructurings under GAAP.~~ During the three months ended ~~December~~March 31, ~~2021,~~2023, we recorded an increase of $10.5 million in the ~~borrower committed significant additional capital~~CECL reserve against our loans receivable portfolio, bringing our total loans receivable CECL reserve to ~~the property and engaged new management to oversee property operations, and we reduced the loan's outstanding principal balance to $37.5~~$336.6 million ~~which remains unchanged~~ as of ~~June 30, 2022. As a result~~March 31, 2023. This CECL reserve reflects certain loans assessed for impairment in our portfolio, as well as macroeconomic conditions.

During the three months ended March 31, 2023, we recorded an aggregate net increase of $7.5 million in the ~~modification,~~asset-specific CECL reserve related to our impaired loans. The increase was primarily driven by one additional loan that was impaired during the three months ended ~~December~~March 31, ~~2021,~~2023. As of March 31, 2023, the income accrual was suspended on this loan as recovery of income and principal was doubtful. During the three months ended March 31, 2023, we ~~charged-off $14.4~~recorded $1.8 million of ~~the $14.8~~interest income on this loan.

As of March 31, 2023, we had an aggregate $197.3 million asset-specific CECL reserve we recorded on this loan, and reversed the remaining $360,000 CECL reserve. We have no remaining asset-specific CECL reserve against this loan as of June 30, 2022. The loan is paying interest income current and we resumed income accrual for this loan as of December 31, 2021. No income was recorded on this loan during the six months ended June 30, 2021.

~~Previously, we entered into a loan modification~~ related to ~~a hospitality asset in New York City, which is classified as a troubled debt restructuring under GAAP. As~~six of ~~June 30, 2022, this loan has~~our loans receivable, with an ~~outstanding principal balance~~aggregate net book value of ~~$286.3 million, net of cost-recovery proceeds, and a~~$997.7 million. This CECL reserve ~~of $54.9 million, which~~ was recorded based on our estimation of the fair value of each of the ~~loan’s~~loan's underlying collateral as of ~~June 30, 2022.~~March 31, 2023. No income was recorded ~~on this loan~~ during ~~both~~ the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 on our loans that were deemed impaired as of December 31, 2022. As of March 31, 2023, all borrowers were current with all contractual terms of each respective loan, including payments of interest. During the three months ended March 31, 2023, we received an aggregate $18.3 million of cash proceeds from such loans that were applied as a reduction to the principal balance of each respective loan. Refer to Note 2 for further discussion of our revenue recognition policy and ~~2021.~~CECL reserve.

2523

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Our primary credit quality indicator is our risk ratings, which are further discussed above. The following tables present the net book value of our loan portfolio as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively, by year of origination, investment pool, and risk rating ($ in thousands):

Net Book Value of Loans Receivable by Year of Origination(1)
As of June 30, 2022
Risk Rating 2022 2021 2020 2019 2018 Prior Total
U.S. loans
1 $ 114,778 $ 469,851 $ 6,700 $ 199,931 $ — $ 44,962 $ 836,222
2 — 1,782,773 488,540 152,672 1,384,866 — 3,808,851
3 2,056,145 6,111,427 266,095 941,151 1,110,221 519,455 11,004,494
4 — — — 96,542 535,707 150,331 782,580
5 — — — — — — —
Total U.S. loans $ 2,170,923 $ 8,364,051 $ 761,335 $ 1,390,296 $ 3,030,794 $ 714,748 $ 16,432,147
Non-U.S. loans
1 $ — $ — $ — $ — $ — $ — $ —
2 163,027 619,169 92,847 1,172,157 — — 2,047,200
3 971,870 1,495,245 — 847,533 146,416 — 3,461,064
4 — — — 325,688 — — 325,688
5 — — — — — — —
Total Non-U.S. loans $ 1,134,897 $ 2,114,414 $ 92,847 $ 2,345,378 $ 146,416 $ — $ 5,833,952
Unique loans
1 $ — $ — $ — $ — $ — $ — $ —
2 — — — — — — —
3 1,130,039 — — — 177,499 — 1,307,538
4 — — — 290,945 682,155 — 973,100
5 — — — — — — —
Total unique loans $ 1,130,039 $ — $ — $ 290,945 $ 859,654 $ — $ 2,280,638
Impaired loans
1 $ — $ — $ — $ — $ — $ — $ —
2 — — — — — — —
3 — — — — — — —
4 — — — — — — —
5 — — — — 284,809 — 284,809
Total impaired loans $ — $ — $ — $ — $ 284,809 $ — $ 284,809
Total loans receivable
1 $ 114,778 $ 469,851 $ 6,700 $ 199,931 $ — $ 44,962 $ 836,222
2 163,027 2,401,942 581,387 1,324,829 1,384,866 — 5,856,051
3 4,158,054 7,606,672 266,095 1,788,684 1,434,136 519,455 15,773,096
4 — — — 713,175 1,217,862 150,331 2,081,368
5 — — — — 284,809 — 284,809
Total loans receivable $ 4,435,859 $ 10,478,465 $ 854,182 $ 4,026,619 $ 4,321,673 $ 714,748 $ 24,831,546
CECL reserve (133,024)
Loans receivable, net $ 24,698,522

~~(1)Date loan was originated or acquired by us. Origination dates are subsequently updated to reflect material loan modifications.~~

~~Blackstone Mortgage Trust, Inc.~~

~~Notes to Consolidated Financial Statements (continued)~~ ~~(Unaudited)~~


		Net Book Value of Loans Receivable by Year of Origination(1)(2)															Net Book Value of Loans Receivable by Year of Origination(1)
		As of December 31, 2021															As of March 31, 2023
Risk Rating	Risk Rating	2021		2020		2019		2018		2017		Prior		Total		Risk Rating	2023		2022		2021		2020		2019		Prior		Total
U.S. loans(2)	U.S. loans(2)															U.S. loans(2)
1	1	$	125,873	$	—	$	196,017	$	72,752	$	248,134	$	—	$	642,776	1	$	—	$	149,285	$	489,225	$	33,251	$	27,597	$	416,370	$	1,115,728
2	2	876,536		427,839		221,513		1,134,176		354,775		82,274		3,097,113		2	—		117,387		1,793,599		32,182		298,464		1,258,162		3,499,794
3	3	7,511,883		358,448		1,109,170		1,116,872		292,520		228,264		10,617,157		3	—		2,095,644		5,199,940		586,456		697,216		508,615		9,087,871
4	4	—		—		96,539		534,938		63,358		89,439		784,274		4	—		—		528,048		140,000		—		1,213,404		1,881,452
5	5	—		—		—		—		—		—		—		5	—		—		—		—		—		—		—
Total U.S. loans	Total U.S. loans	$	8,514,292	$	786,287	$	1,623,239	$	2,858,738	$	958,787	$	399,977	$	15,141,320	Total U.S. loans	$	—	$	2,362,316	$	8,010,812	$	791,889	$	1,023,277	$	3,396,551	$	15,584,845
Non-U.S. loans	Non-U.S. loans															Non-U.S. loans
1	1	$	—	$	—	$	—	$	—	$	—	$	—	$	—	1	$	—	$	—	$	—	$	—	$	—	$	—	$	—
2	2	698,130		98,412		1,306,878		—		—		—		2,103,420		2	—		834,709		998,823		96,159		1,032,973		—		2,962,664
3	3	1,403,110		—		932,939		394,949		—		—		2,730,998		3	—		801,886		1,147,901		—		922,535		88,680		2,961,002
4	4	—		—		343,030		—		—		—		343,030		4	—		—		—		—		349,991		—		349,991
5	5	—		—		—		—		—		—		—		5	—		—		—		—		—		—		—
Total Non-U.S. loans	Total Non-U.S. loans	$	2,101,240	$	98,412	$	2,582,847	$	394,949	$	—	$	—	$	5,177,448	Total Non-U.S. loans	$	—	$	1,636,595	$	2,146,724	$	96,159	$	2,305,499	$	88,680	$	6,273,657
Unique loans	Unique loans															Unique loans
1	1	$	—	$	—	$	—	$	—	$	—	$	—	$	—	1	$	—	$	42,717	$	—	$	—	$	—	$	—	$	42,717
2	2	—		—		—		—		—		—		—		2	—		—		—		—		—		—		—
3	3	—		—		—		197,018		—		58,854		255,872		3	—		876,721		—		—		—		180,141		1,056,862
4	4	—		—		322,787		820,781		—		—		1,143,568		4	—		—		—		—		295,462		645,124		940,586
5	5	—		—		—		—		—		—		—		5	—		—		—		—		—		—		—
Total unique loans	Total unique loans	$	—	$	—	$	322,787	$	1,017,799	$	—	$	58,854	$	1,399,440	Total unique loans	$	—	$	919,438	$	—	$	—	$	295,462	$	825,265	$	2,040,165
Impaired loans	Impaired loans															Impaired loans
1	1	$	—	$	—	$	—	$	—	$	—	$	—	$	—	1	$	—	$	—	$	—	$	—	$	—	$	—	$	—
2	2	—		—		—		—		—		—		—		2	—		—		—		—		—		—		—
3	3	—		—		—		—		—		—		—		3	—		—		—		—		—		—		—
4	4	—		—		—		—		—		—		—		4	—		—		—		—		—		—		—
5	5	—		—		—		284,809		—		—		284,809		5	—		—		205,595		—		—		792,102		997,697
Total impaired loans	Total impaired loans	$	—	$	—	$	—	$	284,809	$	—	$	—	$	284,809	Total impaired loans	$	—	$	—	$	205,595	$	—	$	—	$	792,102	$	997,697
Total loans receivable	Total loans receivable															Total loans receivable
1	1	$	125,873	$	—	$	196,017	$	72,752	$	248,134	$	—	$	642,776	1	$	—	$	192,002	$	489,225	$	33,251	$	27,597	$	416,370	$	1,158,445
2	2	1,574,666		526,251		1,528,391		1,134,176		354,775		82,274		5,200,533		2	—		952,096		2,792,422		128,341		1,331,437		1,258,162		6,462,458
3	3	8,914,993		358,448		2,042,109		1,708,839		292,520		287,118		13,604,027		3	—		3,774,251		6,347,841		586,456		1,619,751		777,436		13,105,735
4	4	—		—		762,356		1,355,719		63,358		89,439		2,270,872		4	—		—		528,048		140,000		645,453		1,858,528		3,172,029
5	5	—		—		—		284,809		—		—		284,809		5	—		—		205,595		—		—		792,102		997,697
Total loans receivable	Total loans receivable	$	10,615,532	$	884,699	$	4,528,873	$	4,556,295	$	958,787	$	458,831	$	22,003,017	Total loans receivable	$	—	$	4,918,349	$	10,363,131	$	888,048	$	3,624,238	$	5,102,598	$	24,896,364
CECL reserve	CECL reserve													(124,679)		CECL reserve													(336,591)
Loans receivable, net	Loans receivable, net													$	21,878,338	Loans receivable, net													$	24,559,773

(1)Date loan was originated or acquired by us. Origination dates are subsequently updated to reflect material loan modifications.

(2)~~Excludes the $78.0 million net book value of our held-to-maturity debt securities~~Includes Canadian loans, which represents our subordinate position we own in the 2018 Single Asset Securitization, and is included in other assets on our consolidated balance sheets. See Note 4 for details of the subordinate position we own in the 2018 Single Asset Securitization.

have similar risk characteristics as U.S. loans.

2724

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)


	Net Book Value of Loans Receivable by Year of Origination(1)
	As of December 31, 2022
Risk Rating	2022		2021		2020		2019		2018		Prior		Total
U.S. loans(2)
1	$	145,152	$	563,426	$	5,075	$	231,894	$	415,471	$	—	$	1,361,018
2	117,314		1,742,289		362,062		156,478		1,178,721		—		3,556,864
3	2,035,111		5,776,346		411,880		735,772		472,134		80,323		9,511,566
4	—		—		0		96,542		1,160,627		132,687		1,389,856
5	—		—		—		—		—		—		—
Total U.S. loans	$	2,297,577	$	8,082,061	$	779,017	$	1,220,686	$	3,226,953	$	213,010	$	15,819,304
Non-U.S. loans
1	$	—	$	—	$	—	$	—	$	—	$	—	$	—
2	590,580		609,270		94,995		1,028,715		—		—		2,323,560
3	977,767		1,586,266		0		896,392		86,706		—		3,547,131
4	—		—		—		344,089		—		—		344,089
5	—		—		—		—		—		—		—
Total Non-U.S. loans	$	1,568,347	$	2,195,536	$	94,995	$	2,269,196	$	86,706	$	—	$	6,214,780
Unique loans
1	$	42,167	$	—	$	—	$	—	$	—	$	—	$	42,167
2	—		—		—		—		—		—		—
3	893,114		—		—		—		176,322		—		1,069,436
4	—		—		—		289,141		653,941		—		943,082
5	—		—		—		—		—		—		—
Total unique loans	$	935,281	$	—	$	—	$	289,141	$	830,263	$	—	$	2,054,685
Impaired loans
1	$	—	$	—	$	—	$	—	$	—	$	—	$	—
2	—		—		—		—		—		—		—
3	—		—		—		—		—		—		—
4	—		—		—		—		—		—		—
5	—		208,894		—		—		284,809		435,408		929,111
Total impaired loans	$	—	$	208,894	$	—	$	—	$	284,809	$	435,408	$	929,111
Total loans receivable
1	$	187,319	$	563,426	$	5,075	$	231,894	$	415,471	$	—	$	1,403,185
2	707,894		2,351,559		457,057		1,185,193		1,178,721		—		5,880,424
3	3,905,992		7,362,612		411,880		1,632,164		735,162		80,323		14,128,133
4	—		—		—		729,772		1,814,568		132,687		2,677,027
5	—		208,894		—		—		284,809		435,408		929,111
Total loans receivable	$	4,801,205	$	10,486,491	$	874,012	$	3,779,023	$	4,428,731	$	648,418	$	25,017,880
CECL reserve													(326,137)
Loans receivable, net													$	24,691,743

(1)~~(Unaudited)~~Date loan was originated or acquired by us. Origination dates are subsequently updated to reflect material loan modifications.

(2)Includes Canadian loans, which have similar risk characteristics as U.S. loans.

Multifamily Joint Venture

As discussed in Note 2, we entered into a Multifamily Joint Venture in April 2017. As of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, our Multifamily Joint Venture held ~~$802.2~~$797.7 million and ~~$746.9~~$795.6 million of loans, respectively, which are included in the loan disclosures above. Refer to Note 2 for additional discussion of our Multifamily Joint Venture.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

4. OTHER ASSETS AND LIABILITIES

Other Assets

The following table details the components of our other assets ($ in thousands):


		June 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Accrued interest receivable						Accrued interest receivable	$	181,951	$	189,569
Loan portfolio payments held by servicer(1)	Loan portfolio payments held by servicer(1)	$	252,401	$	77,624	Loan portfolio payments held by servicer(1)	98,778		68,489
Accrued interest receivable		123,517		86,101
Derivative assets	Derivative assets	83,982		30,531		Derivative assets	16,907		7,349
Collateral deposited under derivative agreements						Collateral deposited under derivative agreements	10,370		103,110
Prepaid expenses						Prepaid expenses	1,063		1,067
Accounts receivable and other assets	Accounts receivable and other assets	503		572		Accounts receivable and other assets	1,017		1,318
Prepaid expenses		742		956

Debt securities held-to-maturity(2)		—		78,083
CECL reserve		—		(70)
Debt securities held-to-maturity, net		—		78,013

Total	Total	$	461,145	$	273,797	Total	$	310,086	$	370,902

(1)Primarily represents loan principal held by our third-party loan servicer as of the balance sheet date which were remitted to us during the subsequent remittance cycle.

~~(2)~~Represents the subordinate position we own in the 2018 Single Asset Securitization, which held aggregate loan assets of $379.3 million as of December 31, 2021, with a yield to full maturity of L+10.0% and a maximum maturity date of June 9, 2025, assuming all extension options are exercised by the borrower. During the six months ended June 30, 2022, the 2018 Single Asset Securitization was liquidated upon full repayment of its collateral and all senior securities outstanding. Refer to Note 18 for additional discussion.

~~Current Expected Credit Loss Reserve~~

The CECL reserve required under GAAP reflects our current estimate of potential credit losses related to the loans and debt securities included in our consolidated balance sheets. Refer to Note 2 for further discussion of our CECL reserve. The following table presents the activity in our debt securities CECL reserve for the three and six months ended June 30, 2022 and 2021 ($ in thousands):


	~~Debt Securities Held-To-Maturity Total~~
~~CECL reserve as of December 31, 2021~~	$	70
~~Decrease in CECL reserve~~	~~(70)~~
~~CECL reserve as March 31, 2022~~	$	—
~~Decrease in CECL reserve~~	—
~~CECL reserve as of June 30, 2022~~	$	—

~~CECL reserve as of December 31, 2020~~	$	~~1,723~~
~~Decrease in CECL reserve~~	~~(834)~~
~~CECL reserve as of March 31, 2021~~	$	~~889~~
~~Decrease in CECL reserve~~	~~(767)~~
~~CECL reserve as of June 30, 2021~~	$	~~122~~

~~Blackstone Mortgage Trust, Inc.~~

~~Notes to Consolidated Financial Statements (continued)~~ ~~(Unaudited)~~

Other Liabilities

The following table details the components of our other liabilities ($ in thousands):


		June 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Accrued dividends payable	Accrued dividends payable	$	105,583	$	104,271	Accrued dividends payable	$	106,816	$	106,455
Accrued interest payable	Accrued interest payable	55,334		29,851		Accrued interest payable	63,991		80,263
Secured debt repayments pending servicer remittance(1)						Secured debt repayments pending servicer remittance(1)	43,502		60,585
Accrued management and incentive fees payable	Accrued management and incentive fees payable	27,065		28,373		Accrued management and incentive fees payable	31,050		33,830
Secured debt repayments pending servicer remittance(1)		22,117		47,664
Current expected credit loss reserve for unfunded loan commitments(2)	Current expected credit loss reserve for unfunded loan commitments(2)	8,434		6,263		Current expected credit loss reserve for unfunded loan commitments(2)	15,749		16,380
Derivative liabilities						Derivative liabilities	13,550		119,665
Accounts payable and other liabilities	Accounts payable and other liabilities	7,899		9,046		Accounts payable and other liabilities	8,588		9,726
Derivative liabilities		2,589		5,890
Total	Total	$	229,021	$	231,358	Total	$	283,246	$	426,904

(1)Represents pending transfers from our third-party loan servicer that were remitted to our banking counterparties during the subsequent remittance cycle.

(2)Represents the CECL reserve related to our unfunded loan commitments. See Note 2 for further discussion of the CECL reserve.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Current Expected Credit Loss Reserve for Unfunded Loan Commitments

As of ~~June 30, 2022,~~March 31, 2023, we had unfunded commitments of ~~$4.6~~$3.4 billion related to ~~125~~112 loans receivable. The expected credit losses over the contractual period of our loans ~~are subject to the~~is impacted by our obligation to extend further credit through our unfunded loan commitments. See Note 2 for further discussion of the CECL reserve related to our unfunded loan commitments, and Note 20 for further discussion of our unfunded loan commitments. The following table presents the activity in the CECL reserve related to our unfunded loan commitments by investment pool for the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~ ($ in thousands):

U.S. Loans
Non-U.S.
Loans
Unique
Loans
Impaired
Loans
Total
Unfunded Loan Commitments
CECL reserve as of December 31, 2021 $ 4,072 $ 2,191 $ — $ — $ 6,263
Increase (decrease) in CECL reserve 209 (218) — — (9)
CECL reserve as of March 31, 2022 $ 4,281 $ 1,973 $ — $ — $ 6,254
Increase in CECL reserve 2,042 138 — — 2,180
CECL reserve as of June 30, 2022 $ 6,323 $ 2,111 $ — $ — $ 8,434
CECL reserve as of December 31, 2020 $ 6,953 $ 2,994 $ 84 $ — $ 10,031
Increase (decrease) in CECL reserve 216 778 (4) — 990
CECL reserve as of March 31, 2021 $ 7,169 $ 3,772 $ 80 $ — $ 11,021
Decrease in CECL reserve (4,315) (2,632) (37) — (6,984)
CECL reserve as of June 30, 2021 $ 2,854 $ 1,140 $ 43 $ — $ 4,037


	U.S. Loans		Non-U.S. Loans		Unique Loans		Impaired Loans		Total
CECL reserve as of December 31, 2022	$	11,748	$	4,632	$	—	$	—	$	16,380






Decrease in CECL reserve	(148)		(483)		—		—		(631)
CECL reserve as of March 31, 2023	$	11,600	$	4,149	$	—	$	—	$	15,749

CECL reserve as of December 31, 2021	$	4,072	$	2,191	$	—	$	—	$	6,263






Increase (decrease) in CECL reserve	209		(218)		—		—		(9)
CECL reserve as of March 31, 2022	$	4,281	$	1,973	$	—	$	—	$	6,254

2927

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

5. SECURED DEBT, NET

Our secured debt includes our secured credit facilities and our acquisition facility. During the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, we obtained approval for ~~$3.7 billion~~$73.9 million of new borrowings against ~~$4.7 billion~~$92.4million of collateral assets. Additionally, during the six months ended June 30, 2022, we (i) entered into 1 new secured credit facility providing $1.0 billion of credit capacity and (ii) we increased the size of 6 existing secured credit facilities providing an aggregate $1.4 billion of additional credit capacity. The following table details our secured debt ($ in thousands):


		Secured Debt Borrowings Outstanding					Secured Debt Borrowings Outstanding
		June 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Secured credit facilities	Secured credit facilities	$	13,932,436	$	12,299,580	Secured credit facilities	$	14,051,435	$	13,549,748
Acquisition facility	Acquisition facility	—		—		Acquisition facility	—		—
Total secured debt	Total secured debt	$	13,932,436	$	12,299,580	Total secured debt	$	14,051,435	$	13,549,748
Deferred financing costs(1)	Deferred financing costs(1)	(26,487)		(19,538)		Deferred financing costs(1)	(21,949)		(21,584)
Net book value of secured debt	Net book value of secured debt	$	13,905,949	$	12,280,042	Net book value of secured debt	$	14,029,486	$	13,528,164

(1)Costs incurred in connection with our secured debt are recorded on our consolidated balance sheets when incurred and recognized as a component of interest expense over the life of each related facility.

Secured Credit Facilities

Our secured credit facilities are bilateral agreements we use to finance diversified pools of senior loan collateral with sufficient flexibility to accommodate our investment and asset management strategy. The facilities are uniformly structured to provide currency, index, and term-matched financing without capital markets based mark-to-market provisions. Our credit facilities are diversified across 15 counterparties, primarily consisting of top global financial institutions to minimize our counterparty risk exposure.

The following table details our secured credit facilities by spread over the applicable base rates as of ~~June 30, 2022~~March 31, 2023 ($ in thousands):

June 30, 2022
Recourse Limitation
Currency
Lenders(1)
Borrowings
Wtd Avg. Maturity(2)
Loan Count
Collateral(3)
Wtd Avg.
Maturity(4)
Wtd. Avg. Range
USD 14 $ 8,101,964 2/8/2026 142 $ 11,873,368 2/8/2026 34% 25% - 100%
EUR 6 2,119,463 7/9/2025 10 2,818,786 7/17/2025 45% 25% - 100%
GBP 6 2,057,777 1/15/2026 18 2,698,806 1/17/2026 26% 25% - 50%
Others(5)
4 1,653,232 5/23/2027 8 2,094,593 5/8/2027 25% 25%
Total 14 $ 13,932,436 2/27/2026 177 $ 19,485,553 2/24/2026 34% 25% - 100%


March 31, 2023
									Recourse Limitation
Currency	Lenders(1)	Borrowings		Wtd Avg. Maturity(2)	Loan Count	Collateral(3)		Wtd Avg. Maturity(4)	Wtd. Avg.	Range
USD	14	$	7,924,192	February 2026	132	$	11,686,034	March 2026	35%	25% - 100%
GBP	7	2,413,082		March 2026	22	3,213,057		May 2026	27%	25% - 50%
EUR	7	2,059,273		August 2025	11	2,783,712		August 2025	42%	25% - 100%
Others(5)	4	1,654,888		June 2027	8	2,091,735		June 2027	25%	25%
Total	15	$	14,051,435	March 2026	173	$	19,774,538	April 2026	33%	25% - 100%

(1)Represents the number of lenders with fundings advanced in each respective currency, as well as the total number of facility lenders.

(2)~~Based~~Our secured debt agreements are generally term-matched to their underlying collateral. Therefore, the weighted average maturity is generally allocated based on ~~the earlier of (i) the maximum maturity date of each secured credit facility, or (ii)~~ the maximum maturity date of the collateral ~~loans.~~loans, assuming all extension options are exercised by the borrower. In limited instances, the maturity date of the respective secured credit facility is used.

(3)Represents the principal balance of the collateral assets.

(4)Maximum maturity assumes all extension options are exercised by the borrower, however our loans may be repaid prior to such date.

(5)Includes Australian Dollar, Canadian Dollar, Danish Krone, Swedish Krona, and Swiss Franc currencies.

The availability of funding under our secured credit facilities is based on the amount of approved collateral, which collateral is proposed by us in our discretion and approved by the respective counterparty in its discretion, resulting in a mutually agreed collateral portfolio construction. Certain structural elements of our secured credit facilities, including the limitation on recourse to us and facility economics are influenced by the specific collateral portfolio construction of each facility, and therefore vary within and among the facilities.

3028

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

The following tables detail the spread of our secured debt as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 ($ in thousands):


	Three Months Ended March 31, 2023		March 31, 2023
Spread(1)	New Financings(2)		Total Borrowings		Wtd. Avg. All-in Cost(1)(3)(4)		Collateral(5)		Wtd. Avg. All-in Yield(1)(3)		Net Interest Margin(6)
+ 1.50% or less	$	—	$	7,134,303	+1.55	%	$	9,688,226	+3.27	%	+1.72	%
+ 1.51% to + 1.75%	—		2,617,621		+1.86	%	3,795,012		+3.65	%	+1.79	%
+ 1.76% to + 2.00%	—		1,867,336		+2.16	%	2,967,903		+4.05	%	+1.89	%
+ 2.01% or more	69,524		2,432,175		+2.62	%	3,323,397		+4.78	%	+2.16	%
Total	$	69,524	$	14,051,435	+1.88	%	$	19,774,538	+3.71	%	+1.83	%

Six Months Ended June 30, 2022 June 30, 2022
Spread(1)
New Financings(2)
Total
Borrowings
Wtd. Avg.
All-in Cost(1)(3)(4)
Collateral(5)
Wtd. Avg.
All-in Yield(1)(3)
Net Interest
Margin(6)
+ 1.50% or less $ 1,329,670 $ 8,110,825 +1.52 % $ 10,957,198 +3.19 % +1.67 %
+ 1.51% to + 1.75% 322,306 2,630,077 +1.88 % 3,986,106 +3.58 % +1.70 %
+ 1.76% to + 2.00% 480,738 1,404,894 +2.16 % 2,077,065 +4.15 % +1.99 %
+ 2.01% or more 927,553 1,786,640 +2.57 % 2,465,184 +4.84 % +2.27 %
Total $ 3,060,267 $ 13,932,436 +1.79 % $ 19,485,553 +3.58 % +1.79 %

Year Ended December 31, 2021 December 31, 2021
Spread(1)
New Financings(2)
Total
Borrowings
Wtd. Avg.
All-in Cost(1)(3)(4)
Collateral(5)
Wtd. Avg.
All-in Yield(1)(3)
Net Interest
Margin(6)
+ 1.50% or less $ 5,306,925 $ 7,746,026 +1.52 % $ 10,193,801 +3.18 % +1.66 %
+ 1.51% to + 1.75% 1,477,177 2,710,587 +1.88 % 3,977,492 +3.55 % +1.67 %
+ 1.76% to + 2.00% 668,470 998,781 +2.13 % 1,458,074 +4.28 % +2.15 %
+ 2.01% or more 310,991 844,186 +2.49 % 1,413,014 +4.75 % +2.26 %
Total $ 7,763,563 $ 12,299,580 +1.72 % $ 17,042,381 +3.49 % +1.77 %


	Year Ended December 31, 2022		December 31, 2022
Spread(1)	New Financings(2)		Total Borrowings		Wtd. Avg. All-in Cost(1)(3)(4)		Collateral(5)		Wtd. Avg. All-in Yield(1)(3)		Net Interest Margin(6)
+ 1.50% or less	$	1,329,508	$	7,433,204	+1.53	%	$	10,465,647	+3.24	%	+1.71	%
+ 1.51% to + 1.75%	368,265		2,246,223		+1.88	%	3,538,815		+3.73	%	+1.85	%
+ 1.76% to + 2.00%	405,723		1,514,541		+2.16	%	2,483,240		+4.14	%	+1.98	%
+ 2.01% or more	1,246,650		2,355,780		+2.63	%	3,207,088		+4.78	%	+2.15	%
Total	$	3,350,146	$	13,549,748	+1.85	%	$	19,694,790	+3.70	%	+1.85	%

(1)The spread, all-in cost, and all-in yield are expressed over the relevant floating benchmark rates, which include SOFR, USD LIBOR, ~~SOFR,~~ SONIA, ~~GBP LIBOR,~~ EURIBOR, and other indices as applicable.

(2)Represents borrowings outstanding as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively, for new financings during the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 and year ended December 31, ~~2021,~~2022, respectively, based on the date collateral was initially pledged to each credit facility.

(3)In addition to spread, the cost includes the associated deferred fees and expenses related to the respective borrowings. In addition to cash coupon, all-in yield includes the amortization of deferred origination and extension fees, loan origination costs, and purchase discounts, as well as the accrual of exit fees. Excludes loans accounted for under the cost recovery method.

(4)Represents the weighted-average all-in cost as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively, and is not necessarily indicative of the spread applicable to recent or future borrowings.

(5)Represents the principal balance of the collateral assets.

(6)Represents the difference between the weighted-average all-in yield and weighted-average all-in cost.

Our secured credit facilities generally permit us to increase or decrease the amount advanced against the pledged collateral in our discretion within certain maximum/minimum amounts and frequency limitations. As of ~~June 30, 2022,~~March 31, 2023, there was an aggregate $1.0 billion available to be drawn at our discretion under our credit facilities.

Acquisition Facility

We have a ~~$250.0~~$100.0 million full recourse secured credit facility that is designed to finance eligible first mortgage originations for up to nine months as a bridge to term financing without obtaining discretionary lender approval. The cost of borrowing under the facility is variable, dependent on the type of loan collateral, and its maturity date is April ~~4, 2023.~~3, 2024.

During the ~~six~~three months ended ~~June 30,~~March 31, 2023, we had no borrowings under the acquisition facility and we recorded interest expense of $299,000, including $81,000 of amortization of deferred fees and expenses.

During the year ended December��31, 2022, we had no borrowings under the acquisition ~~facility. During the three months ended June 30, 2022,~~facility and we recorded interest expense of ~~$303,000,~~$1.2 million, including ~~$81,000 of amortization of deferred fees and expenses. During the six months ended June 30, 2022, we recorded interest expense of $608,000, including $168,000~~$333,000 of amortization of deferred fees and expenses.

3129

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

During the year ended December 31, 2021, we had no borrowings under the acquisition facility. During the three months ended June 30, 2021, we recorded interest expense of $221,000 including $96,000 of amortization of deferred fees and expenses. During the six months ended June 30, 2021 we recorded interest expense of $618,000, including $178,000 of amortization of deferred fees and expenses.

Financial Covenants

We are subject to the following financial covenants related to our secured debt: (i) our ratio of earnings before interest, taxes, depreciation, and amortization, or EBITDA, to fixed charges, as defined in the agreements, shall be not less than 1.4 to 1.0; (ii) our tangible net worth, as defined in the agreements, shall not be less than ~~$3.5~~$3.6 billion as of each measurement date plus 75% to 85% of the net cash proceeds of future equity issuances subsequent to ~~June 30, 2022;~~March 31, 2023; (iii) cash liquidity shall not be less than the greater of (x) $10.0 million or (y) no more than 5% of our recourse indebtedness; and (iv) our indebtedness shall not exceed 83.33% of our total assets. As of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, we were in compliance with these covenants.

3230

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

6. SECURITIZED DEBT OBLIGATIONS, NET

We have financed certain pools of our loans through collateralized loan obligations, ~~which include the 2021 FL4 CLO, 2020 FL3 CLO, and 2020 FL2 CLO~~ or ~~collectively, the~~ CLOs. The CLOs are consolidated in our financial statements and have issued securitized debt obligations that are non-recourse to us. Refer to Note 18 for further discussion of our CLOs.

The following tables detail our securitized debt obligations and the underlying collateral assets that are financed by our CLOs ($ in thousands):

June 30, 2022
Securitized Debt Obligations Count
Principal
Balance
Book
Value
Wtd. Avg.
Yield/Cost(1)(2)
Term(3)
2021 FL4 Collateralized Loan Obligation
Collateral assets 32 $ 1,000,000 $ 1,000,000 + 3.51 % April 2025
Financing provided 1 803,750 798,466 + 1.57 % May 2038
2020 FL3 Collateralized Loan Obligation
Collateral assets 16 1,000,000 1,000,000 + 3.21 % October 2024
Financing provided 1 808,750 805,362 + 2.03 % November 2037
2020 FL2 Collateralized Loan Obligation
Collateral assets 18 1,500,000 1,500,000 + 3.31 % September 2024
Financing provided 1 1,243,125 1,238,073 + 1.39 % February 2038
Total
Collateral assets 66 $ 3,500,000 $ 3,500,000 + 3.34 %
Financing provided(4)
3 $ 2,855,625 $ 2,841,901 + 1.62 %


	March 31, 2023
Securitized Debt Obligations		Count	Principal Balance		Book Value		Wtd. Avg. Yield/Cost(1)(2)		Term(3)
2021 FL4 Collateralized Loan Obligation
Senior CLO Securities Outstanding		1	$	803,750	$	800,192	+ 1.57	%	May 2038
Underlying Collateral Assets		29	1,000,000		1,000,000		+ 3.51	%	June 2025
2020 FL3 Collateralized Loan Obligation
Senior CLO Securities Outstanding		1	808,750		807,428		+ 2.15	%	November 2037
Underlying Collateral Assets		16	1,000,000		1,000,000		+ 3.24	%	November 2024
2020 FL2 Collateralized Loan Obligation
Senior CLO Securities Outstanding		1	1,059,234		1,056,588		+ 1.55	%	February 2038
Underlying Collateral Assets		17	1,316,109		1,316,109		+ 3.41	%	November 2024
Total
Senior CLO Securities Outstanding(4)		3	$	2,671,734	$	2,664,208	+1.74	%
Underlying Collateral Assets		62	$	3,316,109	$	3,316,109	+ 3.39	%

(1)In addition to cash coupon, all-in yield includes the amortization of deferred origination and extension fees, loan origination costs, purchase discounts, and accrual of exit fees.

(2)The weighted-average all-in yield and cost are expressed as a spread over the relevant floating benchmark rates, which include SOFR and USD LIBOR, ~~and one-month SOFR,~~ as applicable to each securitized debt obligation. As of ~~June 30, 2022,~~March 31, 2023, the floating benchmark rate for the financing provided on the 2020 FL3 and 2020 FL2 CLOs is one-month ~~SOFR, plus a credit spread adjustment of 0.11%.~~SOFR. As of ~~June 30, 2022,~~March 31, 2023, one-month SOFR was ~~1.69%~~4.80% and one-month USD LIBOR was ~~1.79%~~4.86%. Excludes loans accounted for under the cost recovery method.

(3)~~Loan~~Underlying Collateral Assets term represents the weighted-average final maturity of such loans, assuming all extension options are exercised by the borrower. Repayments of securitized debt obligations are tied to timing of the related collateral loan asset repayments. The term of these obligations represents the rated final distribution date of the securitizations.

(4)During the three ~~and six~~ months ended ~~June 30, 2022,~~March 31, 2023, we recorded ~~$15.5~~$39.8 million ~~and $26.5 million, respectively,~~ of interest expense related to our securitized debt obligations.

3331

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

December 31, 2021
Securitized Debt Obligations Count
Principal
Balance
Book Value
Wtd. Avg.
Yield/Cost(1)(2)
Term(3)
2021 FL4 Collateralized Loan Obligation
Collateral assets 34 $ 1,000,000 $ 1,000,000 + 3.42 % October 2024
Financing provided 1 803,750 797,373 + 1.66 % May 2038
2020 FL3 Collateralized Loan Obligation
Collateral assets 18 1,000,000 1,000,000 + 3.06 % May 2024
Financing provided 1 808,750 804,096 + 2.10 % November 2037
2020 FL2 Collateralized Loan Obligation
Collateral assets 21 1,500,000 1,500,000 + 3.15 % March 2024
Financing provided 1 1,243,125 1,236,593 + 1.45 % February 2038
Total
Collateral assets 73 $ 3,500,000 $ 3,500,000 +3.20 %
Financing provided(4)
3 $ 2,855,625 $ 2,838,062 +1.69 %


	December 31, 2022
Securitized Debt Obligations		Count	Principal Balance		Book Value		Wtd. Avg. Yield/Cost(1)(2)		Term(3)
2021 FL4 Collateralized Loan Obligation
Senior CLO Securities Outstanding		1	$	803,750	$	799,626	+ 1.57	%	May 2038
Underlying Collateral Assets		30	1,000,000		1,000,000		+ 3.47	%	May 2025
2020 FL3 Collateralized Loan Obligation
Senior CLO Securities Outstanding		1	808,750		806,757		+ 2.14	%	November 2037
Underlying Collateral Assets		16	1,000,000		1,000,000		+ 3.25	%	November 2024
2020 FL2 Collateralized Loan Obligation
Senior CLO Securities Outstanding		1	1,061,041		1,057,627		+ 1.55	%	February 2038
Underlying Collateral Assets		17	1,317,916		1,317,916		+ 3.42	%	November 2024
Total
Senior CLO Securities Outstanding(4)		3	$	2,673,541	$	2,664,010	+1.73	%
Underlying Collateral Assets		63	$	3,317,916	$	3,317,916	+3.38	%

(1)In addition to cash coupon, all-in yield includes the amortization of deferred origination and extension fees, loan origination costs, purchase discounts, and accrual of exit fees.

(2)The weighted-average all-in yield and cost are expressed as a spread over the relevant floating benchmark rates, which include SOFR and USD LIBOR, ~~and one-month SOFR,~~ as applicable to each securitized debt obligation. As of December 31, ~~2021,~~2022, the floating benchmark rate for the financing provided on the 2020 FL3 and 2020 FL2 CLOs is one-month ~~SOFR, plus a credit spread adjustment of 0.11%.~~SOFR. As of December 31, ~~2021,~~2022, one-month SOFR was ~~0.05%~~4.36% and one-month USD LIBOR was ~~0.10%~~4.39%. Excludes loans accounted for under the cost recovery method.

(4)During the ~~three and six months~~year ended ~~June 30, 2021,~~December 31, 2022, we recorded ~~$12.4~~$87.6 million ~~and $24.5 million, respectively,~~ of interest expense related to our securitized debt obligations.

7. ASSET-SPECIFIC DEBT, NET

The following ~~tables detail~~table details our asset-specific debt ($ in thousands):


		June 30, 2022										March 31, 2023
Asset-Specific Debt	Asset-Specific Debt		Count	Principal Balance		Book Value		Wtd. Avg. Yield/Cost(1)		Wtd. Avg. Term(2)	Asset-Specific Debt		Count	Principal Balance		Book Value		Wtd. Avg. Yield/Cost(1)		Wtd. Avg. Term(2)
Financing provided											Financing provided		3	$	822,873	$	817,444	+ 3.66	%	February 2026
Collateral assets	Collateral assets		4	$	1,022,146	$	1,003,394	+ 4.30	%	March 2026	Collateral assets		3	$	981,538	$	971,397	+ 4.85	%	February 2026
Financing provided			4	$	870,684	$	860,007	+ 3.02	%	March 2026

		December 31, 2021										December 31, 2022
Asset-Specific Debt	Asset-Specific Debt		Count	Principal Balance		Book Value		Wtd. Avg. Yield/Cost(1)		Wtd. Avg. Term(2)	Asset-Specific Debt		Count	Principal Balance		Book Value		Wtd. Avg. Yield/Cost(1)		Wtd. Avg. Term(2)
Financing provided											Financing provided		4	$	950,278	$	942,503	+ 3.29	%	January 2026
Collateral assets	Collateral assets		4	$	446,276	$	435,727	+ 4.04	%	March 2025	Collateral assets		4	$	1,094,450	$	1,081,035	+ 4.73	%	January 2026
Financing provided			4	$	400,699	$	393,824	+ 2.78	%	March 2025

(1)These floating rate loans and related liabilities are currency and ~~indexed matched~~index-matched to the applicable benchmark rate relevant in each arrangement. In addition to cash coupon, yield/cost includes the amortization of deferred origination fees /and financing costs.

(2)The weighted-average term is determined based on the maximum maturity of the corresponding loans, assuming all extension options are exercised by the borrower. Our non-recourse, asset-specific debt is term-matched in each case to the corresponding collateral loans.

3432

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

8. LOAN PARTICIPATIONS SOLD, NET

The financing of a loan by the non-recourse sale of a senior interest in the loan through a participation agreement generally does not qualify as a sale under GAAP. Therefore, in the instance of such sales, we present the whole loan as an asset and the loan participation sold as a liability on our consolidated balance sheet until the loan is repaid. The obligation to pay principal and interest on these liabilities is generally based on the performance of the related loan ~~obligation.~~obligation, and does not require an actual cash outlay from us. The gross presentation of loan participations sold does not impact stockholders’ equity or net income.

The following ~~tables detail~~table details our loan participations sold ($ in thousands):


		June 30, 2022											March 31, 2023
Loan Participations Sold	Loan Participations Sold		Count		Principal Balance		Book Value		Wtd. Avg. Yield/Cost(1)		Term(2)	Loan Participations Sold		Count	Principal Balance		Book Value		Wtd. Avg. Yield/Cost(1)		Term(2)
Senior Participation(3)												Senior Participation(3)		1	$	229,468	$	229,003	+ 3.22	%	March 2027
Total Loan	Total Loan		1		$	283,139	$	280,560	+ 4.86	%	March 2027	Total Loan		1	$	286,835	$	284,940	+ 4.86	%	March 2027
Senior Participation			1		$	226,511	$	225,884	+ 3.22	%	March 2027

				December 31, 2022

Loan Participations Sold												Loan Participations Sold		Count	Principal Balance		Book Value		Wtd. Avg. Yield/Cost(1)		Term(2)
Senior Participation(3)												Senior Participation(3)		1	$	224,744	$	224,232	+ 3.22	%	March 2027
Total Loan												Total Loan		1	$	280,930	$	278,843	+ 4.86	%	March 2027

(1)This non-debt participation sold structure is inherently matched in terms of currency and interest rate. In addition to cash coupon, yield/cost includes the amortization of deferred fees /and financing costs.

(2)The term is determined based on the on maximum maturity of the loan, assuming all extension options are exercised by the borrower. Our loan participation sold is inherently non-recourse and term-matched to the corresponding collateral loan.

(3)

~~We did not have any~~During the three months ended March 31, 2023, we recorded $3.7 million of interest expense related to our loan participations ~~sold as of~~sold. During the year ended December 31, ~~2021.~~2022, we recorded $7.9 million of interest expense related to our loan participations sold.

9. TERM LOANS, NET

~~During the six months ended June 30, 2022, we entered into a $500.0 million term loan facility, or the B-4 Term Loan. The B-4 Term Loan bears interest at SOFR plus 3.50% and matures in May 2029.~~ As of ~~June 30, 2022,~~March 31, 2023, the following senior term loan facilities, or Term Loans, were outstanding ($ in thousands):

Term Loans

Face Value

Interest Rate(1)

All-in Cost(1)(2)

Maturity

B-1 Term Loan

~~925,121~~917,987

+ 2.25

+ 2.53

April 23, 2026

B-3 Term Loan

~~417,280~~414,111

+ 2.75

+ 3.42

April 23, 2026

B-4 Term Loan

~~500,000~~819,621

+ 3.50

+ ~~3.98~~4.11

May 9, 2029

Total face value

2,151,719

(1)The B-3 Term Loan and the B-4 Term Loan borrowings are subject to a floor of 0.50%. The B-1 Term Loan and B-3 Term Loan are indexed to one-month USD LIBOR and the B-4 Term Loan is indexed to one-month SOFR.

(2)Includes issue discount and transaction expenses that are amortized through interest expense over the life of the Term Loans.

The Term Loans are partially amortizing, with an amount equal to 1.0% per annum of the aggregate initial principal balance due in quarterly installments. The issue discount and transaction expenses on the B-1 Term Loan were $3.1 million and $12.6 million, respectively. The issue discount and transaction expenses of the B-3 Term Loan were $9.6 million and $5.4 million, respectively. The issue discount and transaction expenses of the B-4 Term Loan were ~~$7.5~~$17.3 million and ~~$5.9~~$10.3 million, respectively. These discounts and expenses ~~will be~~are amortized into interest expense over the life of each Term Loan. During the three months ended March 31, 2023, we recorded $41.9 million of interest expense related to our Term Loans, including $2.3 million of amortization of deferred fees and expenses.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

The following table details the net book value of our Term Loans on our consolidated balance sheets ($ in thousands):

June 30, 2022 December 31, 2021
Face value $ 1,842,401 $ 1,349,271
Unamortized discount (15,494) (9,209)
Deferred financing costs (16,965) (12,656)
Net book value $ 1,809,942 $ 1,327,406


	March 31, 2023		December 31, 2022
Face value	$	2,151,719	$	2,157,218
Deferred financing costs and unamortized discount	(40,487)		(42,669)
Net book value	$	2,111,232	$	2,114,549

The guarantee under our Term Loans contains the financial covenant that our indebtedness shall not exceed 83.33% of our total assets. As of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, we were in compliance with this covenant. Refer to Note 2 for additional discussion of our accounting policies for the Term Loans.

~~Blackstone Mortgage Trust, Inc.~~

~~Notes to Consolidated Financial Statements (continued)~~ ~~(Unaudited)~~

10. SENIOR SECURED NOTES, NET

As of ~~June 30, 2022,~~March 31, 2023, the following Senior Secured Notes, were outstanding ($ in thousands):


Senior Secured Notes	Face Value		Interest Rate		All-in Cost(1)		Maturity
Senior Secured Notes	$	400,000	3.75	%	4.04	%	January 15, 2027

(1)Includes transaction expenses that are amortized through interest expense over the life of the Senior Secured Notes.

The transaction expenses on the Senior Secured Notes were $6.3 million, which ~~will be~~are amortized into interest expense over the life of the Senior Secured Notes. During the three months ended March 31, 2023, we recorded $4.0 million of interest expense related to our Senior Secured Notes, including $295,000 of amortization of deferred fees and expenses.

The following table details the net book value of our Senior Secured Notes on our consolidated balance sheets ($ in thousands):


		June 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Face value	Face value	$	400,000	$	400,000	Face value	$	400,000	$	400,000
Deferred financing costs	Deferred financing costs	(5,438)		(5,990)		Deferred financing costs	(4,539)		(4,834)
Net book value	Net book value	$	394,562	$	394,010	Net book value	$	395,461	$	395,166

The covenants under our Senior Secured Notes require us to maintain a total debt to total assets ratio, as defined in the agreements, of not greater than 83.33% and, in certain circumstances, a total unencumbered assets to total unsecured indebtedness ratio, as defined in the agreements, of 1.20 or greater. As of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, we were in compliance with these covenants.

11. CONVERTIBLE NOTES, NET

During the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, we ~~issued $300.0~~repaid the aggregate $220.0 million ~~aggregate principal amount of 5.50% convertible senior notes due 2027, or the March 2022 convertible notes. In connection with this offering, we repurchased $64.7 million aggregate~~ principal amount of our ~~May 2017 convertible senior notes at a price of 100.25% per $1,000 principal amount. We repaid the remaining $337.9 million aggregate principal amount of our May 2017~~March 2018 convertible senior notes at maturity on ~~May 5, 2022.~~ March 15, 2023.

As of ~~June 30, 2022,~~March 31, 2023, the following convertible senior notes, or Convertible Notes, were outstanding ($ in thousands):


Convertible Notes Issuance	Convertible Notes Issuance	Face Value		Interest Rate	All-in Cost(1)	Conversion Price(2)	Maturity	Convertible Notes Issuance	Face Value		Interest Rate	All-in Cost(1)	Conversion Price(2)	Maturity
March 2018		$	220,000	4.75%	5.33%	$36.23	March 15, 2023

March 2022	March 2022	$	300,000	5.50%	5.94%	$36.27	March 15, 2027	March 2022	$	300,000	5.50%	5.94%	$36.27	March 15, 2027

(1)Includes issuance costs that are amortized through interest expense over the life of the Convertible Notes using the effective interest method.

(2)Represents the price of class A common stock per share based on a conversion rate of ~~27.6052 and~~ 27.5702 ~~respectively,~~ for the ~~March 2018 and~~ March 2022 convertible notes. The conversion rate represents the number of shares of class A common stock issuable per $1,000 principal amount of Convertible Notes. The cumulative dividend threshold as defined in the ~~respective March 2018 and~~ March 2022 convertible notes supplemental ~~indentures have~~indenture has not been exceeded as of ~~June 30, 2022.~~March 31, 2023.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Other than as provided by the optional redemption provisions with respect to our March 2022 convertible notes, we may not redeem the Convertible Notes prior to maturity. The ~~Convertible Notes~~March 2022 convertible notes are convertible at the holders’ option into shares of our class A common stock, only under specific circumstances, prior to the close of business on December 14, ~~2022 and December 14,~~ 2026 ~~for the March 2018 and March 2022 convertible notes, respectively,~~ at the applicable conversion rate in effect on the conversion date. Thereafter, the ~~Convertible Notes~~March 2022 convertible notes are convertible at the option of the holder at any time until the second scheduled trading day immediately preceding the maturity date. The last reported sale price of our class A common stock of ~~$27.67~~$17.85 on ~~June 30, 2022~~March 31, 2023 was less than the per share conversion price of the March ~~2018 and March~~ 2022 convertible notes.

~~Blackstone Mortgage Trust, Inc.~~

~~Notes to Consolidated Financial Statements (continued)~~ ~~(Unaudited)~~

We adopted ASU 2020-06 on January 1, 2022, using the modified retrospective method of transition, which resulted in an aggregate decrease to our additional paid-in capital of $2.4 million, an aggregate decrease to our accumulated deficit of $2.0 million, and an aggregate increase to our convertible notes, net, balance of $476,000, as of January 1, 2022. Subsequent to adoption of ASU 2020-06, convertible debt proceeds, unless issued with a substantial premium or an embedded conversion feature, will no longer be allocated between debt and equity components. This reduces the issue discount and results in less non-cash interest expense in our consolidated financial statements. Additionally, ASU 2020-06 results in the reporting of diluted earnings per share for shares issuable under our convertible notes in our consolidated financial statements, if the effect is dilutive, regardless of our settlement intent. Refer to Note 2 and Note 13 for additional discussion of ASU 2020-06 and our earnings per share calculation, respectively.

The following table details the net book value of our Convertible Notes on our consolidated balance sheets ($ in thousands):


		June 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Face value	Face value	$	520,000	$	622,500	Face value	$	300,000	$	520,000
Unamortized discount		(6,950)		(2,472)
Deferred financing costs		(56)		(152)
Deferred financing costs and unamortized discount						Deferred financing costs and unamortized discount	(5,112)		(5,743)
Net book value	Net book value	$	512,994	$	619,876	Net book value	$	294,888	$	514,257

The following table details our interest expense related to the Convertible Notes ($ in thousands):


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
Cash coupon	Cash coupon	$	8,132	$	7,015	$	15,384	$	14,030	Cash coupon	$	6,264	$	7,252
Discount and issuance cost amortization	Discount and issuance cost amortization	790		869		1,578		1,722		Discount and issuance cost amortization	631		788
Total interest expense	Total interest expense	$	8,922	$	7,884	$	16,962	$	15,752	Total interest expense	$	6,895	$	8,040

Accrued interest payable for the Convertible Notes was ~~$7.3 million~~$733,000 and ~~$6.0~~$7.9 million as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively. Refer to Note 2 for additional discussion of our accounting policies for the Convertible Notes.

12. DERIVATIVE FINANCIAL INSTRUMENTS

The objective of our use of derivative financial instruments is to minimize the risks and/or costs associated with our investments and/or financing transactions. These derivatives may or may not qualify as net investment, cash flow, or fair value hedges under the hedge accounting requirements of ASC 815 – “Derivatives and Hedging.” Derivatives not designated as hedges are not speculative and are used to manage our exposure to interest rate movements and other identified risks. Refer to Note 2 for additional discussion of the accounting for designated and non-designated hedges.

The use of derivative financial instruments involves certain risks, including the risk that the counterparties to these contractual arrangements do not perform as agreed. To mitigate this risk, we only enter into derivative financial instruments with counterparties that have appropriate credit ratings and are major financial institutions with which we and our affiliates may also have other financial relationships.

Net Investment Hedges of Foreign Currency Risk

Certain of our international investments expose us to fluctuations in foreign interest rates and currency exchange rates. These fluctuations may impact the value of our cash receipts and payments in terms of our functional currency, the U.S. dollar. We use foreign currency forward contracts to protect the value or fix the amount of certain investments or cash flows in terms of the U.S. dollar.

3735

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Designated Hedges of Foreign Currency Risk

The following table details our outstanding foreign exchange derivatives that were designated as net investment hedges of foreign currency risk (notional ~~amount~~amounts in thousands):


June 30, 2022					December 31, 2021
March 31, 2023									March 31, 2023				December 31, 2022
Foreign Currency Derivatives	Foreign Currency Derivatives	Number of Instruments	Notional Amount		Foreign Currency Derivatives	Number of Instruments	Notional Amount		Foreign Currency Derivatives	Number of Instruments	Notional Amount		Foreign Currency Derivatives	Number of Instruments	Notional Amount
Buy USD / Sell SEK Forward	Buy USD / Sell SEK Forward	1	kr	995,700	Buy USD / Sell SEK Forward	1	kr	999,500	Buy USD / Sell SEK Forward	2	kr	1,005,431	Buy USD / Sell SEK Forward	2	kr	1,003,626
Buy USD / Sell EUR Forward	Buy USD / Sell EUR Forward	5	€	707,092	Buy USD / Sell EUR Forward	7	€	731,182	Buy USD / Sell EUR Forward	9	€	708,691	Buy USD / Sell EUR Forward	8	€	722,311
Buy USD / Sell GBP Forward	Buy USD / Sell GBP Forward	3	£	670,013	Buy USD / Sell GBP Forward	2	£	489,204	Buy USD / Sell GBP Forward	7	£	713,215	Buy USD / Sell GBP Forward	6	£	690,912
Buy USD / Sell AUD Forward	Buy USD / Sell AUD Forward	5	A$	514,500	Buy USD / Sell AUD Forward	3	A$	188,600	Buy USD / Sell AUD Forward	10	A$	455,279	Buy USD / Sell AUD Forward	8	A$	541,813
Buy USD / Sell DKK Forward	Buy USD / Sell DKK Forward	2	kr.	167,200	Buy USD / Sell CAD Forward	2	C$	22,100	Buy USD / Sell DKK Forward	2	kr.	197,975	Buy USD / Sell DKK Forward	3	kr.	195,019
Buy USD / Sell CAD Forward	Buy USD / Sell CAD Forward	2	C$	18,300	Buy USD / Sell CHF Forward	1	CHF	5,200	Buy USD / Sell CAD Forward	2	C$	22,183	Buy USD / Sell CAD Forward	2	C$	22,187
Buy USD / Sell CHF Forward	Buy USD / Sell CHF Forward	1	CHF	5,200					Buy USD / Sell CHF Forward	3	CHF	5,547	Buy USD / Sell CHF Forward	2	CHF	5,263

Non-designated Hedges of Foreign Currency Risk

The following table details our outstanding foreign exchange derivatives that were non-designated hedges of foreign currency risk (notional ~~amount~~amounts in thousands):

June 30, 2022 December 31, 2021
Non-designated Hedges
Number of
Instruments
Notional
Amount
Non-designated Hedges
Number of
Instruments
Notional
Amount
Buy EUR / Sell USD Forward 1 € 18,000 Buy GBP / Sell USD Forward 3 £ 170,600
Buy USD / Sell EUR Forward 2 € 18,000 Buy USD / Sell GBP Forward 3 £ 170,600
Buy GBP / Sell EUR 1 £ 8,410 Buy EUR / Sell USD Forward 2 € 165,560
Buy EUR / Sell GBP 1 € 8,410 Buy USD / Sell EUR Forward 3 € 165,560
Buy GBP / Sell USD Forward 1 £ 7,026 Buy CHF / Sell USD Forward 1 CHF 20,300
Buy USD / Sell GBP Forward 1 £ 7,026 Buy USD / Sell CHF Forward 1 CHF 20,300
Buy GBP / Sell EUR Forward 1 € 8,410


March 31, 2023				December 31, 2022
Non-designated Hedges	Number of Instruments	Notional Amount		Non-designated Hedges	Number of Instruments	Notional Amount
Buy AUD / Sell USD Forward	1	A$	104,000	Buy GBP / Sell USD Forward	2	£	109,076
Buy USD / Sell AUD Forward	1	A$	104,000	Buy USD / Sell GBP Forward	2	£	109,076
Buy EUR / Sell USD Forward	4	€	78,000	Buy AUD / Sell USD Forward	1	A$	23,600
Buy USD / Sell EUR Forward	4	€	78,000	Buy USD / Sell AUD Forward	1	A$	23,600
Buy GBP / Sell USD Forward	2	£	19,600
Buy USD / Sell GBP Forward	2	£	19,600

3836

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Financial Statement Impact of Hedges of Foreign Currency Risk

The following table presents the effect of our derivative financial instruments on our consolidated statements of operations ($ in thousands):


			Increase (Decrease) to Net Interest Income Recognized from Foreign Exchange Contracts										Increase (Decrease) to Net Interest Income Recognized from Foreign Exchange Contracts
			Three Months Ended June 30,				Six Months Ended June 30,						Three Months Ended March 31,
Foreign Exchange Contracts in Hedging Relationships	Foreign Exchange Contracts in Hedging Relationships	Location of Income (Expense) Recognized	2022		2021		2022		2021		Foreign Exchange Contracts in Hedging Relationships	Location of Income (Expense) Recognized	2023		2022
Designated Hedges	Designated Hedges	Interest Income(1)	$	3,238	$	1,703	$	4,982	$	3,752	Designated Hedges	Interest Income(1)	$	8,407	$	1,744
Non-Designated Hedges	Non-Designated Hedges	Interest Income(1)	(7)		(99)		(8)		(374)		Non-Designated Hedges	Interest Income(1)	17		(1)
Non-Designated Hedges	Non-Designated Hedges	Interest Expense(2)	55		2,197		65		(7,131)		Non-Designated Hedges	Interest Expense(2)	19		10
Total	Total		$	3,286	$	3,801	$	5,039	$	(3,753)	Total		$	8,443	$	1,753

(1)Represents the forward points earned on our foreign currency forward contracts, which reflect the interest rate differentials between the applicable base rate for our foreign currency investments and ~~USD LIBOR.~~prevailing US interest rates. These forward contracts effectively convert the foreign currency rate exposure for such investments to ~~USD LIBOR, resulting in additional~~USD-equivalent interest ~~income earned in U.S. dollar terms.~~rates.

(2)Represents the spot rate movement in our non-designated hedges, which are marked-to-market and recognized in interest expense.

Valuation and Other Comprehensive Income

The following table summarizes the fair value of our derivative financial instruments ($ in thousands):


		Fair Value of Derivatives in an Asset Position(1) as of				Fair Value of Derivatives in a Liability Position(2) as of					Fair Value of Derivatives in an Asset Position(1) as of				Fair Value of Derivatives in a Liability Position(2) as of
Foreign Exchange Contracts	Foreign Exchange Contracts	June 30, 2022		December 31, 2021		June 30, 2022		December 31, 2021		Foreign Exchange Contracts	March 31, 2023		December 31, 2022		March 31, 2023		December 31, 2022
Designated Hedges	Designated Hedges	$	83,143	$	23,423	$	1,807	$	1,383	Designated Hedges	$	13,047	$	501	$	13,288	$	111,573
Non-Designated Hedges	Non-Designated Hedges	839		7,108		782		4,507		Non-Designated Hedges	3,860		6,848		262		8,092
Total Derivatives	Total Derivatives	$	83,982	$	30,531	$	2,589	$	5,890	Total Derivatives	$	16,907	$	7,349	$	13,550	$	119,665

(1)Included in other assets in our consolidated balance sheets.

(2)Included in other liabilities in our consolidated balance sheets.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

The following table presents the effect of our derivative financial instruments on our consolidated statements of operations ($ in thousands):


Derivatives in Hedging Relationships	Derivatives in Hedging Relationships	Amount of Gain (Loss) Recognized in OCI on Derivatives					Location of Gain (Loss) Reclassified from Accumulated OCI into Income		Amount of Loss Reclassified from Accumulated OCI into Income							Derivatives in Hedging Relationships		Amount of Gain (Loss) Recognized in OCI on Derivatives						Location of Gain (Loss) Reclassified from Accumulated OCI into Income		Amount of Loss Reclassified from Accumulated OCI into Income
		Three Months Ended June 30, 2022		Six Months Ended June 30, 2022				Three Months Ended June 30, 2022			Six Months Ended June 30, 2022						Three Months Ended March 31,								Three Months Ended March 31,
						Location of Gain (Loss) Reclassified from Accumulated OCI into Income									2023					2022					2023				2022
Net Investment Hedges	Net Investment Hedges																				Net Investment Hedges
Foreign exchange contracts(1)	Foreign exchange contracts(1)	$	128,685	$	174,195			Interest Expense			$	—	$	—		Foreign exchange contracts(1)		$	(24,052)			$	45,511			Interest Expense	$	—		$	—
Cash Flow Hedges	Cash Flow Hedges															Cash Flow Hedges
Interest rate derivatives	Interest rate derivatives	—		—			Interest Expense(2)		—				(4)			Interest rate derivatives		—				(1)				Interest Expense(2)	—			(4)
Total	Total	$	128,685	$	174,195				$	—			$	(4)		Total		$	(24,052)			$	45,510				$	—		$	(4)

(1)During the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022, we paid net cash settlements of $131.3 million and received net cash settlements of ~~$96.2 million and $122.5~~$26.3 million on our foreign currency forward contracts, respectively. Those amounts are included as a component of accumulated other comprehensive income on our consolidated balance sheets.

(2)During the ~~six~~three months ended ~~June 30,~~March 31, 2022, we recorded total interest and related expenses of ~~$237.3~~$100.7 million, which included $4,000 related to our cash flow hedges.

Credit-Risk Related Contingent Features

We have entered into agreements with certain of our derivative counterparties that contain provisions where if we were to default on any of our indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, we may also be declared in default on our derivative obligations. In addition, certain of our agreements with our derivative counterparties require that we post collateral to secure net liability positions. As of ~~June 30,~~March 31, 2023, we were in a net liability position with one of our counterparties and in a net asset position with our other counterparty. As of March 31, 2023, we had collateral posted of $10.4 million. As of December 31, 2022, we were in a net ~~asset~~liability position with ~~both~~one of our ~~derivative~~ counterparties and ~~did not have any collateral posted under these derivative contracts. As of December 31, 2021, we were~~ in a net asset position with ~~both~~our other counterparty. As of ~~our derivative counterparties and did not have any~~December 31, 2022 we had collateral posted ~~under these derivative contracts.~~of $103.1 million.

13. EQUITY

Stock and Stock Equivalents

Authorized Capital

As of ~~June 30, 2022,~~March 31, 2023, we had the authority to issue up to 500,000,000 shares of stock, consisting of 400,000,000 shares of class A common stock and 100,000,000 shares of preferred stock. Subject to applicable NYSE listing requirements, our board of directors is authorized to cause us to issue additional shares of authorized stock without stockholder approval. In addition, to the extent not issued, currently authorized stock may be reclassified between class A common stock and preferred stock. We did not have any shares of preferred stock issued and outstanding as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021.~~2022.

Class A Common Stock and Deferred Stock Units

Holders of shares of our class A common stock are entitled to vote on all matters submitted to a vote of stockholders and are entitled to receive dividends authorized by our board of directors and declared by us, in all cases subject to the rights of the holders of shares of outstanding preferred stock, if any.

~~Blackstone Mortgage Trust, Inc.~~

~~Notes to Consolidated Financial Statements (continued)~~ ~~(Unaudited)~~

~~The following table details our issuance of class A common stock during the six months ended June 30, 2022 ($ in thousands, except share and per share data):~~

~~Class A Common Stock Offerings~~

~~June 30, 2022~~

~~Shares issued(1)~~

~~1,675,000~~

~~Gross / net issue price per share(2)~~

~~$31.55 / $31.23~~

~~Net proceeds(3)~~

~~$52,155~~

~~(1)Issuance represents shares issued under our at-the-market program.~~

~~(2)Represents the gross price per share issued, as well as the net proceeds per share after underwriting or sales discounts and commissions.~~

~~(3)Net proceeds represent proceeds received from the underwriters less applicable transaction costs.~~

We also issue restricted class A common stock under our stock-based incentive plans. Refer to Note 16 for additional discussion of these long-term incentive plans. In addition to our class A common stock, we also issue deferred stock units to certain members of our board of directors ~~in lieu of cash compensation~~ for services rendered. These deferred stock units are non-voting, but carry the right to receive dividends in the form of additional deferred stock units in an amount equivalent to the cash dividends paid to holders of shares of class A common stock.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

The following table details the movement in our outstanding shares of class A common stock, including restricted class A common stock and deferred stock units:


		Six Months Ended June 30,			Three Months Ended March 31,
Common Stock Outstanding(1)	Common Stock Outstanding(1)	2022	2021	Common Stock Outstanding(1)	2023	2022
Beginning balance	Beginning balance	168,543,370	147,086,722	Beginning balance	172,106,593	168,543,370
Issuance of class A common stock~~(3)~~(2)	Issuance of class A common stock~~(3)~~(2)	1,678,420	949	Issuance of class A common stock~~(3)~~(2)	1,377	1,675,639
Issuance of restricted class A common stock, net(4)		436,831	234,838
Issuance of restricted class A common stock				Issuance of restricted class A common stock	481,724	427,634
Issuance of deferred stock units	Issuance of deferred stock units	27,455	21,374	Issuance of deferred stock units	10,903	7,063
Ending balance	Ending balance	170,686,076	147,343,883	Ending balance	172,600,597	170,653,706

(1)Includes ~~391,027~~316,479 and ~~328,065~~370,635 deferred stock units held by members of our board of directors as of ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively.

(2)Includes ~~3,420~~1,377 and ~~949~~639 shares issued under our dividend reinvestment program during the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively.

~~(3)Includes 13,197 restricted shares issued to our board of directors during the six months ended June 30, 2022.~~

~~(4)~~Net of 4,000 and 28,971 shares of restricted class A common stock forfeited under our stock-based incentive plans during the six months ended June 30, 2022 and 2021, respectively. See Note 16 for further discussion of our stock-based incentive plans.

Dividend Reinvestment and Direct Stock Purchase Plan

We have adopted a dividend reinvestment and direct stock purchase plan under which we registered and reserved for issuance, in the aggregate, 10,000,000 shares of class A common stock. Under the dividend reinvestment component of this plan, our class A common stockholders can designate all or a portion of their cash dividends to be reinvested in additional shares of class A common stock. The direct stock purchase component allows stockholders and new investors, subject to our approval, to purchase shares of class A common stock directly from us. During the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022, we issued ~~2,781~~1,377 shares and ~~3,420~~639 shares, respectively, of class A common stock under the dividend reinvestment component of the ~~plan compared to 434 shares and 949 shares, respectively, for the same periods in 2021.~~plan. As of ~~June 30, 2022,~~March 31, 2023, a total of ~~9,986,370~~9,980,171 shares of class A common stock remained available for issuance under the dividend reinvestment and direct stock purchase plan.

At the Market Stock Offering Program

As of ~~June 30, 2022,~~March 31, 2023, we are party to 7seven equity distribution agreements, or ATM Agreements, pursuant to which we may sell, from time to time, up to an aggregate sales price of ~~$500.0~~$699.1 million of our class A common stock. Sales of class A

~~Blackstone Mortgage Trust, Inc.~~

~~Notes to Consolidated Financial Statements (continued)~~ ~~(Unaudited)~~

common stock made pursuant to our ATM Agreements may be made in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended. Actual sales depend on a variety of factors including market conditions, the trading price of our class A common stock, our capital needs, and our determination of the appropriate sources of funding to meet such needs. During the ~~six~~three months ~~June 30,~~ended March 31, 2023, we did not issue any shares of our class A common stock under ATM Agreements. During the three months ended March 31, 2022, we issued and sold 1,675,000 shares of class A common stock under ATM Agreements, generating net proceeds totaling $52.2 million. ~~During the six months ended June 30, 2021, we did not issue any shares of our class A common stock under ATM Agreements.~~ As of ~~June 30, 2022,~~March 31, 2023, sales of our class A common stock with an aggregate sales price of ~~$300.9~~$480.9 million remained available for issuance under our ATM Agreements.

Dividends

We generally intend to distribute substantially all of our taxable income, which does not necessarily equal net income as calculated in accordance with GAAP, to our stockholders each year to comply with the REIT provisions of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code. Our dividend policy remains subject to revision at the discretion of our board of directors. All distributions will be made at the discretion of our board of directors and will depend upon our taxable income, our financial condition, our maintenance of REIT status, applicable law, and other factors as our board of directors deems relevant.

On ~~June~~March 15, ~~2022,~~2023, we declared a dividend of $0.62 per share, or ~~$105.6~~$106.8 million in aggregate, that was paid on ~~July 15, 2022~~April 14, 2023 to stockholders of record as of ~~June 30, 2022.~~March 31, 2023.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

The following table details our dividend activity ($ in thousands, except per share data):


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
Dividends declared per share of common stock	Dividends declared per share of common stock	$	0.62	$	0.62	$	1.24	$	1.24	Dividends declared per share of common stock	$	0.62	$	0.62
Class A common stock dividends declared	Class A common stock dividends declared	$	105,583	$	91,150	$	211,158	$	182,309	Class A common stock dividends declared	$	106,816	$	105,576
Deferred stock unit dividends declared	Deferred stock unit dividends declared	229		197		455		387		Deferred stock unit dividends declared	256		225
Total dividends declared	Total dividends declared	$	105,812	$	91,347	$	211,613	$	182,696	Total dividends declared	$	107,072	$	105,801

Earnings Per Share

We calculate our basic and diluted earnings per share using the two-class method for all periods presented as the unvested shares of our restricted class A common stock qualify as participating securities, as defined by GAAP. These restricted shares have the same rights as our other shares of class A common stock, including participating in any dividends, and therefore have been included in our basic and diluted net income per share calculation. The shares issuable under our Convertible Notes ~~other than the May 2017 convertible notes,~~ are included in dilutive earnings per share using the if-converted method.

4240

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

The following table sets forth the calculation of basic and diluted net income per share of class A common stock based on the weighted-average of both restricted and unrestricted class A common stock outstanding ($ in thousands, except per share data):


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
Basic Earnings:
Basic Earnings										Basic Earnings
Net income(1)	Net income(1)	$	93,250	$	131,595	$	192,937	$	211,497	Net income(1)	$	117,757	$	99,687
Weighted-average shares outstanding, basic	Weighted-average shares outstanding, basic	170,665,601		147,342,822		169,963,730		147,339,895		Weighted-average shares outstanding, basic	172,598,349		169,254,059
Per share amount, basic	Per share amount, basic	$	0.55	$	0.89	$	1.14	$	1.44	Per share amount, basic	$	0.68	$	0.59

Diluted Earnings:
Diluted Earnings										Diluted Earnings
Net income(1)	Net income(1)	$	93,250	$	131,595	$	192,937	$	211,497	Net income(1)	$	117,757	$	99,687
Add back: Interest expense on Convertible Notes, net(2)(3)	Add back: Interest expense on Convertible Notes, net(2)(3)	5,913		—		8,313		—		Add back: Interest expense on Convertible Notes, net(2)(3)	3,556		2,400
Diluted earnings	Diluted earnings	$	99,163	$	131,595	$	201,250	$	211,497	Diluted earnings	$	121,313	$	102,087
Weighted-average shares outstanding, basic	Weighted-average shares outstanding, basic	170,665,601		147,342,822		169,963,730		147,339,895		Weighted-average shares outstanding, basic	172,598,349		169,254,059
Effect of dilutive securities - Convertible Notes~~(4)~~(3)	Effect of dilutive securities - Convertible Notes~~(4)~~(3)	14,344,204		—		10,368,611		—		Effect of dilutive securities - Convertible Notes~~(4)~~(3)	8,271,060		6,348,846
Weighted-average common shares outstanding, diluted	Weighted-average common shares outstanding, diluted	185,009,805		147,342,822		180,332,341		147,339,895		Weighted-average common shares outstanding, diluted	180,869,409		175,602,905
Per share amount, diluted	Per share amount, diluted	$	0.54	$	0.89	$	1.12	$	1.44	Per share amount, diluted	$	0.67	$	0.58

(1)Represents net income attributable to Blackstone Mortgage Trust.

(2)Represents the interest expense on our ~~convertible notes,~~Convertible Notes, net of incentive fees.

(3)For the three ~~and six~~ months ended ~~June 30, 2021, prior~~March 31, 2023, represents 8.3 million of weighted average shares, using the if-converted method, related to ~~the adoption of ASU 2020-06,~~ our convertible notes were not assessed for dilution as we had the intent and ability to settle the convertible notes in cash. Refer to Note 2 and Note 11 for further discussion of ASU 2020-06 and our convertible notes, respectively.

~~(4)~~March 2022 Convertible Notes. For the three months ended ~~June 30,~~March 31, 2022, represents 8.3 million and 6.1 million of weighted-average shares, using the if-converted method, related to our March 2022 and March 2018 Convertible Notes, respectively. For the six months ended June 30, 2022, represents 4.3 million and 6.1 million of weighted-average shares, using the in-converted method, related to our March 2022 convertible notes, which were issued on March 29, 2022, and ourOur March 2018 ~~convertible notes, respectively. Our May 2017 convertible notes were elected to be settled in cash and~~Convertible Notes were repaid during the ~~six~~three months ended ~~June 30, 2022. Therefore, the May 2017 convertible notes do not have any impact~~March 31, 2023. Refer to Note 11 for additional discussion on our ~~diluted earnings per share.~~Convertible Notes.

Other Balance Sheet Items

Accumulated Other Comprehensive Income

As of ~~June 30, 2022,~~March 31, 2023, total accumulated other comprehensive income was ~~$7.1~~$7.8 million, primarily representing ~~$260.6~~$235.7 million of net realized and unrealized gains related to changes in the fair value of derivative instruments offset by ~~$253.5~~$227.9 million of cumulative unrealized currency translation adjustments on assets and liabilities denominated in foreign currencies. As of December 31, ~~2021,~~2022, total accumulated other comprehensive income was ~~$8.3~~$10.0 million, primarily representing ~~$86.4~~$259.8 million of net realized and unrealized gains related to changes in the fair value of derivative instruments offset by ~~$78.1~~$249.8 million of cumulative unrealized currency translation adjustments on assets and liabilities denominated in foreign currencies.

Non-Controlling Interests

The non-controlling interests included on our consolidated balance sheets represent the equity interests in our Multifamily Joint Venture that are not owned by us. A portion of our Multifamily Joint Venture’s consolidated equity and results of operations are allocated to these non-controlling interests based on their pro rata ownership of our Multifamily Joint Venture. As of ~~June 30, 2022,~~March 31, 2023, our Multifamily Joint Venture’s total equity was ~~$169.3~~$169.8 million, of which ~~$143.9~~$144.3 million was owned by us, and ~~$25.4~~$25.5 million was allocated to non-controlling interests. As of December 31, ~~2021,~~2022, our Multifamily

~~Blackstone Mortgage Trust, Inc.~~

~~Notes to Consolidated Financial Statements (continued)~~ ~~(Unaudited)~~

Joint Venture’s total equity was ~~$203.5~~$169.4 million, of which ~~$173.0~~$144.0 million was owned by us, and ~~$30.5~~$25.4 million was allocated to non-controlling interests.

14. OTHER EXPENSES

Our other expenses consist of the management and incentive fees we pay to our Manager and our general and administrative expenses.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Management and Incentive Fees

Pursuant to a management agreement between our Manager and us, or our Management Agreement, our Manager earns a base management fee in an amount equal to 1.50% per annum multiplied by our outstanding equity balance, as defined in the Management Agreement. In addition, our Manager is entitled to an incentive fee in an amount equal to the product of (i) 20% and (ii) the excess of (a) our Core Earnings (as defined in our Management Agreement) for the previous 12-month period over (b) an amount equal to 7.00% per annum multiplied by our outstanding Equity, provided that our Core Earnings over the prior three-year period is greater than 0.zero. Core Earnings, as defined in our Management Agreement, is generally equal to our GAAP net income (loss), including realized gains and losses not otherwise recognized in current period GAAP net income (loss), and excluding (i) non-cash equity compensation expense, (ii) depreciation and amortization, (iii) unrealized gains (losses), (iv) net income (loss) attributable to our legacy portfolio, (v) certain non-cash items, and (vi) incentive management fees.

During the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022, we incurred ~~$18.2~~$18.6 million and ~~$36.3~~$18.1 million, respectively, of management fees payable to our ~~manager, compared with $15.6 million and $31.1 million during the same period in 2021.~~manager. In addition, during the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022, we incurred ~~$8.8~~$12.5 million and ~~$14.3~~$5.4 million, respectively, of incentive fees payable to our ~~Manager, compared to $6.0 million and $9.6 million during the same period in 2021.~~Manager.

As of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 we had accrued management and incentive fees payable to our Manager of ~~$27.1~~$31.1 million and ~~$28.4~~$33.8 million, respectively.

General and Administrative Expenses

General and administrative expenses consisted of the following ($ in thousands):


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
Professional services	Professional services	$	2,693	$	2,043	$	5,390	$	3,861	Professional services	$	3,279	$	2,698
Operating and other costs	Operating and other costs	1,298		606		2,311		1,301		Operating and other costs	1,931		1,012
Subtotal(1)	Subtotal(1)	3,991		2,649		7,701		5,162		Subtotal(1)	5,210		3,710
Non-cash compensation expenses	Non-cash compensation expenses									Non-cash compensation expenses
Restricted class A common stock earned	Restricted class A common stock earned	8,245		7,895		16,723		15,855		Restricted class A common stock earned	7,492		8,477
Director stock-based compensation	Director stock-based compensation	173		125		345		250		Director stock-based compensation	163		173
Subtotal	Subtotal	8,418		8,020		17,068		16,105		Subtotal	7,655		8,650
Total general and administrative expenses	Total general and administrative expenses	$	12,409	$	10,669	$	24,769	$	21,267	Total general and administrative expenses	$	12,865	$	12,360

(1)During the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022, we recognized an aggregate ~~$227,000~~$308,000 and ~~$544,000, respectively, of expenses related to our Multifamily Joint Venture. During the three and six months ended June 30, 2021, we recognized an aggregate $197,000 and $433,000,~~$317,000, respectively, of expenses related to our Multifamily Joint Venture.

15. INCOME TAXES

~~Blackstone Mortgage Trust, Inc.~~

~~Notes to Consolidated Financial Statements (continued)~~ ~~(Unaudited)~~

federal income tax on our undistributed taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay out to our stockholders in a calendar year is less than a minimum amount specified under U.S. federal tax laws.

Our qualification as a REIT also depends on our ability to meet various other requirements imposed by the Internal Revenue Code, which relate to organizational structure, diversity of stock ownership, and certain restrictions with regard to the nature of our assets and the sources of our income. Even if we qualify as a REIT, we may be subject to certain U.S. federal income and excise taxes and state and local taxes on our income and assets. If we fail to maintain our qualification as a REIT for any taxable year, we may be subject to material penalties as well as federal, state, and local income tax on our taxable income at regular corporate rates and we would not be able to qualify as a REIT for the subsequent four full taxable years. As of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, we were in compliance with all REIT requirements.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Securitization transactions could result in the creation of taxable mortgage pools for federal income tax purposes. As a REIT, so long as we own 100% of the equity interests in a taxable mortgage pool, we generally would not be adversely affected by the characterization of the securitization as a taxable mortgage pool. Certain categories of stockholders, however, such as foreign stockholders eligible for treaty or other benefits, stockholders with net operating losses, and certain tax-exempt stockholders that are subject to unrelated business income tax, or UBTI, could be subject to increased taxes on a portion of their dividend income from us that is attributable to the taxable mortgage pool. We have not made UBTI distributions to our common stockholders and do not intend to make such UBTI distributions in the future.

During the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022, we recorded a current income tax provision of ~~$746,000~~$1.9 million and ~~$892,000~~ $146,000, respectively, primarily related to activities of our taxable REIT subsidiaries and various state and local taxes. ~~During the three and six months ended June 30, 2021, we recorded a current income tax provision of $175,000 and $276,000, respectively.~~ We did not have any deferred tax assets or liabilities as of ~~June 30, 2022~~March 31, 2023 or December 31, ~~2021.~~2022.

We have net operating losses, or NOLs, generated by our predecessor business that may be carried forward and utilized in current or future periods. As a result of our issuance of 25,875,000 shares of class A common stock in May 2013, the availability of our NOLs is generally limited to $2.0 million per annum by change of control provisions promulgated by the Internal Revenue Service with respect to the ownership of Blackstone Mortgage Trust. As of ~~June 30, 2022,~~March 31, 2023, we had estimated NOLs of $159.0 million that will expire in 2029, unless they are utilized by us prior to expiration. Previously, we recorded a full valuation allowance against such NOLs as we expected that they would expire unutilized. However, although uncertain, we may utilize a portion of NOLs prior to expiration. We do not expect the utilization of NOLs to have a material impact on our consolidated financial statements.

We have recorded a full valuation allowance against such NOLs as it is probable that they will expire unutilized.

As of ~~June 30, 2022,~~March 31, 2023, tax years ~~2018~~2019 through ~~2021~~2022 remain subject to examination by taxing authorities.

16. STOCK-BASED INCENTIVE PLANS

We are externally managed by our Manager and do not currently have any employees. However, as of ~~June 30, 2022,~~March 31, 2023, our Manager, certain individuals employed by an affiliate of our Manager, and certain members of our board of directors were compensated, in part, through our issuance of stock-based instruments.

Prior to the adoption and shareholder approval of our new stock incentive plans, we had stock-based incentive awards outstanding under 9 stock incentive plans. In connection with the adoption of our new stock incentive plans, we consolidated all outstanding DSUs under the new plans and retired the 7 remaining historical plans. As such, 0 new awards may be issued under these expired plans, although our 2018 plans will continue to govern outstanding awards (other than DSUs) previously issued thereunder until such awards become vested or expire. Under our 2two current stock incentive plans, a maximum of 10,400,000 shares of our class A common stock may be issued to our Manager, our directors and officers, and certain employees of affiliates of our Manager. As of ~~June 30, 2022,~~March 31, 2023, there were ~~10,011,288~~8,718,238 shares available under our current stock incentive plans.

~~Blackstone Mortgage Trust, Inc.~~

~~Notes~~ Prior to ~~Consolidated Financial Statements (continued)~~ ~~(Unaudited)~~

the adoption and shareholder approval of our new stock incentive plans in June 2022, we had stock-based incentive awards outstanding under nine stock incentive plans. In connection with the adoption of our new stock incentive plans, we consolidated all outstanding DSUs under the new plans and retired the seven remaining historical plans. As such, no new awards may be issued under these expired plans, although our 2018 plans will continue to govern outstanding awards, other than DSUs, previously issued thereunder until such awards become vested or expire.

The following table details the movement in our outstanding shares of restricted class A common stock and the weighted-average grant date fair value per share:

Restricted Class A
Common Stock
Weighted-Average
Grant Date Fair
Value Per Share
Balance as of December 31, 2021 1,706,121 $ 31.19
Granted 440,831 30.96
Vested (521,692) 32.05
Forfeited (4,000) 31.57
Balance as of June 30, 2022 1,621,260 $ 30.85


	Restricted Class A Common Stock	Weighted-Average Grant Date Fair Value Per Share




Balance as of December 31, 2022	1,883,784	$	27.90
Granted	481,724	21.47
Vested	(166,881)	29.83

Balance as of March 31, 2023	2,198,627	$	26.35

These shares generally vest in installments over a period of three years, pursuant to the terms of the respective award agreements and the terms of our current benefit plans. The ~~1,621,260~~2,198,627 shares of restricted class A common stock outstanding as of ~~June 30, 2022~~March 31, 2023 will vest as follows: ~~514,871 shares will vest in 2022; 697,797~~943,390 shares will vest in 2023; ~~and 408,592~~827,493 shares will vest in ~~2024.~~2024; and 427,744 will vest in 2025. As of ~~June 30, 2022,~~March 31, 2023, total unrecognized compensation cost relating to unvested share-based compensation arrangements was ~~$48.1~~$53.4 million based on the grant date fair value of shares granted. This cost is expected to be recognized over a weighted-average period of ~~1.1~~1.2 years from ~~June 30, 2022.~~March 31, 2023.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

17. FAIR VALUES

Assets and Liabilities Measured at Fair Value

The following table summarizes our assets and liabilities measured at fair value on a recurring basis ($ in thousands):


		June 30, 2022								December 31, 2021									March 31, 2023								December 31, 2022
		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total			Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets	Assets																	Assets
Derivatives	Derivatives	$	—	$	83,982	$	—	$	83,982	$	—	$	30,531	$	—	$	30,531	Derivatives	$	—	$	16,907	$	—	$	16,907	$	—	$	7,349	$	—	$	7,349
Liabilities	Liabilities																	Liabilities
Derivatives	Derivatives	$	—	$	2,589	$	—	$	2,589	$	—	$	5,890	$	—	$	5,890	Derivatives	$	—	$	13,550	$	—	$	13,550	$	—	$	119,665	$	—	$	119,665

Refer to Note 2 for further discussion regarding fair value measurement.

Fair Value of Financial Instruments

As discussed in Note 2, GAAP requires disclosure of fair value information about financial instruments, whether or not recognized at fair value in the statement of financial position, for which it is practicable to estimate that value.

~~Blackstone Mortgage Trust, Inc.~~

~~Notes to Consolidated Financial Statements (continued)~~ ~~(Unaudited)~~

The following table details the book value, face amount, and fair value of the financial instruments described in Note 2 ($ in thousands):

June 30, 2022 December 31, 2021

Book
Value
Face
Amount
Fair
Value
Book
Value
Face
Amount
Fair
Value
Financial assets
Cash and cash equivalents $ 283,580 $ 283,580 $ 283,580 $ 551,154 $ 551,154 $ 551,154
Loans receivable, net 24,698,522 25,001,207 24,609,487 21,878,338 22,156,437 22,013,762
Debt securities held-to-maturity, net(1)
— — — 78,013 79,200 77,229
Financial liabilities
Secured debt, net 13,905,949 13,932,436 13,679,307 12,280,042 12,299,580 12,299,580
Securitized debt obligations, net 2,841,901 2,855,625 2,783,170 2,838,062 2,855,625 2,850,399
Asset-specific debt, net 860,007 870,684 863,919 393,824 400,699 400,699
Loan participations sold, net 225,884 226,511 226,511 — — —
Secured term loans, net 1,809,942 1,842,401 1,745,307 1,327,406 1,349,271 1,335,844
Senior secured notes, net 394,562 400,000 349,212 394,010 400,000 399,012
Convertible notes, net 512,994 520,000 490,006 619,876 622,500 630,821


	March 31, 2023						December 31, 2022
	Book Value		Face Amount		Fair Value		Book Value		Face Amount		Fair Value
Financial assets
Cash and cash equivalents	$	515,808	$	515,808	$	515,808	$	291,340	$	291,340	$	291,340
Loans receivable, net	24,559,773		25,020,489		24,314,435		24,691,743		25,160,343		24,445,042

Financial liabilities
Secured debt, net	14,029,486		14,051,435		13,640,859		13,528,164		13,549,748		13,121,306
Securitized debt obligations, net	2,664,208		2,671,734		2,557,118		2,664,010		2,673,541		2,597,377
Asset-specific debt, net	817,444		822,873		815,049		942,503		950,278		934,815
Loan participations sold, net	229,003		229,468		222,681		224,232		224,744		217,717
Secured term loans, net	2,111,232		2,151,719		1,974,538		2,114,549		2,157,218		2,103,943
Senior secured notes, net	395,461		400,000		315,944		395,166		400,000		343,665
Convertible notes, net	294,888		300,000		240,711		514,257		520,000		478,232

~~(1)Included in other assets on our consolidated balance sheets.~~

Estimates of fair value for cash and cash equivalents and convertible notes are measured using observable, quoted market prices, or Level 1 inputs. Estimates of fair value for ~~debt securities held-to-maturity,~~ securitized debt obligations, the term loans, and the senior secured notes are measured using observable, quoted market prices, in inactive markets, or Level 2 inputs. All other fair value significant estimates are measured using unobservable inputs, or Level 3 inputs. See Note 2 for further discussion regarding fair value measurement of certain of our assets and liabilities.

18. VARIABLE INTEREST ENTITIES

~~Consolidated Variable Interest Entities~~

We have financed a portion of our loans through the CLOs, all of which are VIEs. We are the primary beneficiary of, and therefore consolidate, the CLOs on our balance sheet as we (i) control the relevant interests of the CLOs that give us power to direct the activities that most significantly affect the CLOs, and (ii) have the right to receive benefits and obligation to absorb losses of the CLOs through the subordinate interests we own.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

The following table details the assets and liabilities of our consolidated VIEs ($ in thousands):


		June 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Assets:
Assets						Assets
Loans receivable	Loans receivable	$	3,449,500	$	3,486,750	Loans receivable	$	3,271,709	$	3,317,316
Current expected credit loss reserve	Current expected credit loss reserve	(5,950)		(4,502)		Current expected credit loss reserve	(95,114)		(93,396)
Loans receivable, net	Loans receivable, net	3,443,550		3,482,248		Loans receivable, net	3,176,595		3,223,920
Other assets	Other assets	59,745		20,746		Other assets	58,598		15,995
Total assets	Total assets	$	3,503,295	$	3,502,994	Total assets	$	3,235,193	$	3,239,915
Liabilities:
Liabilities						Liabilities
Securitized debt obligations, net	Securitized debt obligations, net	$	2,841,901	$	2,838,062	Securitized debt obligations, net	$	2,664,208	$	2,664,010
Other liabilities	Other liabilities	3,316		1,800		Other liabilities	7,436		7,234
Total liabilities	Total liabilities	$	2,845,217	$	2,839,862	Total liabilities	$	2,671,644	$	2,671,244

Assets held by these VIEs are restricted and can be used only to settle obligations of the VIEs, including the subordinate interests owned by us. The liabilities of these VIEs are non-recourse to us and can only be satisfied from the assets of the

~~Blackstone Mortgage Trust, Inc.~~

~~Notes to Consolidated Financial Statements (continued)~~ ~~(Unaudited)~~

VIEs. The consolidation of these VIEs results in an increase in our gross assets, liabilities, interest income and interest expense, however it does not affect our stockholders’ equity or net income.

~~Non-Consolidated Variable Interest Entities~~

During the six months ended June 30, 2022, the 2018 Single Asset Securitization was liquidated upon full repayment of its collateral and all senior securities outstanding. In the third quarter of 2018, we contributed a $517.5 million loan to the $1.0 billion 2018 Single Asset Securitization, which is a VIE, and invested in the related $99.0 million subordinate position. We were not the primary beneficiary of the VIE because we did not have the power to direct the activities that most significantly affected the VIE’s economic performance and, therefore, did not consolidate the 2018 Single Asset Securitization on our balance sheet. We classified the subordinate position we owned as a held-to-maturity debt security that was included in other assets on our consolidated balance sheets.

We are not obligated to provide, have not provided, and do not intend to provide financial support to these consolidated ~~and non-consolidated~~ VIEs.

19. TRANSACTIONS WITH RELATED PARTIES

We are managed by our Manager pursuant to the Management Agreement, the current term of which expires on December 19, ~~2022,~~2023, and will be automatically renewed for a ~~one-year~~one year term upon such date and each anniversary thereafter unless earlier terminated.

As of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, our consolidated balance sheets included ~~$27.1~~$31.1 million and ~~$28.4~~$33.8 million of accrued management and incentive fees payable to our Manager, respectively. During the three ~~and six~~ months ended ~~June 30, 2022,~~March 31, 2023, we paid aggregate management and incentive fees of ~~$23.5~~$33.8 million, ~~and $51.9 million, respectively,~~ to our Manager, compared to ~~$19.2 million and $38.4~~$28.4 million during the same period of ~~2021.~~2022. In addition, during the three ~~and six~~ months ended ~~June 30, 2022,~~March 31, 2023, we incurred expenses of ~~$367,000 and $560,000, respectively,~~$382,000, that were paid by our Manager and will be reimbursed by us, compared to ~~$145,000 and $185,000~~$193,000 of such expenses during the same period of ~~2021.~~2022.

As of ~~June 30, 2022,~~March 31, 2023, our Manager held ~~807,636~~1,092,795 shares of unvested restricted class A common stock, which had an aggregate grant date fair value of ~~$25.1~~$29.7 million, and vest in installments over three years from the date of issuance. During the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022, we recorded non-cash expenses related to shares held by our Manager of $3.9 million and $4.2 million, ~~and $8.4 million, respectively, compared to $4.1 million and $8.1 million during the same period of 2021.~~respectively. Refer to Note 16 for further details on our restricted class A common stock.

An affiliate of our Manager is the special servicer of the CLOs. This affiliate did not earn any special servicing fees related to the CLOs during the ~~six months~~years ended ~~June 30, 2022 or 2021.~~March 31, 2023 and 2022.

During the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022, we incurred ~~$95,000~~$238,000 and ~~$192,000,~~$97,000, respectively, of expenses for various administrative and operations services to third-party service providers that are affiliates of our ~~Manager, compared to $92,000 and $192,000 during the same period of 2021.~~

In the second quarter of 2022, we participated in AUD 1.3 billion, or 24.5%, of an aggregate AUD 5.4 billion senior loan that was originated by an unaffiliated third party to a borrower that is wholly-owned by Blackstone-advised investment vehicles. Another Blackstone-advised investment vehicle participated in an additional AUD 1.3 billion, or 24.5%, of the loan. We will forgo all non-economic rights under the loan, including voting rights, so long as we are an affiliate of the borrower. The senior loan terms were negotiated by a third-party without our involvement and our 24.5% interest in the senior loan was made on such market terms.

In the second quarter of 2022, we co-originated £250.0 million of an aggregate £500.0 million senior loan to an unaffiliated third-party. A Blackstone-advised investment vehicle co-originated the additional pari passu £250.0 million of the loan.

In the second quarter of 2022, a Blackstone-advised investment vehicle acquired an aggregate $15.0 million participation, or 3%, of the aggregate $500.0 million B-4 Term Loan as a part of a broad syndication lead-arranged by JP Morgan. Blackstone Securities Partners L.P., an affiliate of our Manager, was engaged as a book-runner for the transaction and received aggregate fees of $500,000 in such capacity. Both of these transactions were on terms equivalent to those of unaffiliated parties.

~~Blackstone Mortgage Trust, Inc.~~

~~Notes to Consolidated Financial Statements (continued)~~ ~~(Unaudited)~~

In the second quarter of 2021, we acquired an aggregate €50.0 million of a total €491.0 million senior loan to a borrower that is majority owned by a Blackstone-advised investment vehicle. We will forgo all ~~non-economic~~ rights under the loan, including voting rights, so long as the Blackstone-advised investment vehicle controls the borrower. The senior loan terms were negotiated by the original lenders prior to our acquisition of the loan without our involvement

In the second quarter of 2021, a Blackstone-advised investment vehicle acquired an aggregate $15.0 million participation, or 15%, of the $100.0 million increase to our B-3 Term Loan as a part of a broad syndication lead-arranged by JP Morgan. Blackstone Securities Partners L.P., an affiliate of our Manager, was engaged as a book-runner for the transaction and received aggregate fees of $100,000 in such capacity. Both of these transactions were on terms equivalent to those of unaffiliated parties.

In the first quarter of 2021, we acquired an SEK 5.0 billion interest in a total SEK 10.2 billion senior loan to a borrower that is wholly owned by a Blackstone-advised investment vehicle. We will forgo all non-economic rights under the loan, including voting rights, so long as we are an affiliate of the borrower. The senior loan terms were negotiated by a third party without our involvement and our 49% interest in the senior loan was made on such market terms.

In the first quarter of 2021, a Blackstone-advised investment vehicle acquired an aggregate $5.5 million participation, or 3%, of the $200 million increase to our B-1 Term Loan as a part of a broad syndication lead-arranged by JP Morgan. Blackstone Securities Partners L.P., an affiliate of our Manager, was engaged as a book-runner for the transaction and received aggregate fees of $200,000 in such capacity. Both of these transactions were on terms equivalent to those of unaffiliated parties.Manager.

20. COMMITMENTS AND CONTINGENCIES

~~Impact of COVID-19~~

As further discussed in Note 2, the full extent of the impact of COVID-19 on the global economy generally, and our business in particular, is uncertain. As of June 30, 2022, no contingencies have been recorded on our consolidated balance sheet as a result of COVID-19, however as the global pandemic continues and the economic implications worsen, it may have long-term impacts on our financial condition, results of operations, and cash flows. Refer to Note 2 for further discussion of COVID-19.

Unfunded Commitments Under Loans Receivable

As of ~~June 30, 2022,~~March 31, 2023, we had aggregate unfunded commitments of ~~$4.6~~$3.4 billion across ~~125~~112 loans receivable, and ~~$2.7~~$2.1 billion of committed or identified financings for those commitments, resulting in net unfunded commitments of ~~$1.9~~$1.3 billion. The unfunded loan commitments comprise funding for capital expenditures and construction, leasing costs, and interest and carry costs, and their fundability varies depending on the progress of capital projects, leasing, and cash flows at the properties securing our loans. Therefore, the exact timing and amounts of such future loan fundings are uncertain and will depend on the current and future performance of the underlying collateral assets. We expect to fund our loan

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

commitments over the remaining term of the related loans, which have a weighted-average future funding period of ~~3.9~~3.0 years.

~~Blackstone Mortgage Trust, Inc.~~

~~Notes to Consolidated Financial Statements (continued)~~ ~~(Unaudited)~~

Principal Debt Repayments

Our contractual principal debt repayments as of ~~June 30, 2022~~March 31, 2023 were as follows ($ in thousands):


Year	Year	Secured Debt(1)		Asset-Specific Debt(1)		Term Loans(2)		Senior Secured Notes		Convertible Notes(3)		Total(4)		Year	Secured Debt(1)		Asset-Specific Debt(1)		Term Loans(2)		Senior Secured Notes		Convertible Notes(3)		Total(4)
2022 (remaining)		$	81,734	$	—	$	9,369	$	—	$	—	$	91,103
2023		570,343		—		18,738		—		220,000		809,081
2023 (remaining)														2023 (remaining)	$	350,736	$	—	$	16,497	$	—	$	—	$	367,233
2024	2024	3,312,465		—		18,738		—		—		3,331,203		2024	3,380,781		—		21,997		—		—		3,402,778
2025	2025	1,275,006		632,308		18,738		—		—		1,926,052		2025	1,180,470		676,520		21,997		—		—		1,878,987
2026	2026	4,738,331		—		1,299,318		—		—		6,037,649		2026	4,948,232		—		1,302,575		—		—		6,250,807
2027	2027	3,221,663		238,376		5,000		400,000		300,000		4,165,039		2027	3,343,409		32,299		8,258		400,000		300,000		4,083,966
Thereafter	Thereafter	732,894		—		472,500		—		—		1,205,394		Thereafter	847,807		114,054		780,395		—		—		1,742,256
Total obligation	Total obligation	$	13,932,436	$	870,684	$	1,842,401	$	400,000	$	520,000	$	17,565,521	Total obligation	$	14,051,435	$	822,873	$	2,151,719	$	400,000	$	300,000	$	17,726,027

(1)~~The allocation of repayments under our~~Our secured debt and asset-specific debt agreements are generally term-matched to their underlying collateral. Therefore, the allocation of payments under such agreements is generally allocated based on ~~the earlier of (i) the maturity date of each agreement, or (ii)~~ the maximum maturity date of the collateral loans, assuming all extension options are exercised by the borrower. In limited instances, the maturity date of the respective debt agreement is used.

(2)The Term Loans are partially amortizing, with an amount equal to 1.0% per annum of the initial principal balance due in quarterly installments. Refer to Note 9 for further details on our term loans.

(3)Reflects the outstanding principal balance of Convertible Notes, excluding any potential conversion premium. Refer to Note 11 for further details on our Convertible Notes.

(4)Total does not include ~~$2.9~~$2.7 billion of consolidated securitized debt obligations, ~~$1.5~~$1.7 billion of non-consolidated senior interests, and ~~$226.5~~$229.5 million of loan participations sold, as the satisfaction of these liabilities will not require cash outlays from us.

Board of Directors’ Compensation

As of ~~June 30, 2022,~~March 31, 2023, of the 9nine members of our board of directors, our 6six independent directors are entitled to annual compensation of $210,000 each, of which $95,000 ~~will be~~is paid in ~~the form of~~ cash and $115,000 ~~will be~~is paid in the form of deferred stock units or, ~~beginning in 2022,~~ at their election, shares of restricted common stock. The other three board members, including our chairman and our chief executive officer, are not compensated by us for their service as directors. In addition, (i) the chairs of our audit, compensation, and corporate governance committees receive additional annual cash compensation of $20,000, $15,000, and $10,000, respectively and (ii) the members of our audit and investment risk management committees receive additional annual cash compensation of $10,000 and $7,500, respectively.

Litigation

From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As of ~~June 30, 2022,~~March 31, 2023, we were not involved in any material legal proceedings.

5046

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

References herein to “Blackstone Mortgage Trust,” “Company,” “we,” “us,” or “our” refer to Blackstone Mortgage Trust, Inc. and its subsidiaries unless the context specifically requires otherwise.

The following discussion should be read in conjunction with the unaudited consolidated financial statements and notes thereto appearing elsewhere in this ~~quarterly report~~Quarterly Report on Form 10-Q. In addition to historical data, this discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which reflect our current views with respect to, among other things, our business, operations and financial performance. You can identify these forward-looking statements by the use of words such as “intend,” “goal,” “estimate,” “expect,” “project,” “projections,” “plans,” “seeks,” “anticipates,” “should,” “could,” “may,” “designed to,” “foreseeable future,” “believe,” “scheduled,” and similar expressions. Such ~~forward-looking~~forward- looking statements are subject to various risks, uncertainties and assumptions. Our actual results or outcomes may differ materially from those in this discussion as a result of various factors, including but not limited to those discussed in Item 1A. Risk Factors in our ~~annual report~~Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 and elsewhere in this ~~quarterly report~~Quarterly Report on Form 10-Q.

Introduction

We benefit from the deep knowledge, experience and information advantages of our Manager, which is a part of Blackstone’s real estate platform. Blackstone has built the world's preeminent global real estate business, with a proven track record of successfully navigating market cycles and emerging stronger through periods of volatility. The market-leading real estate expertise derived from the strength of the Blackstone platform deeply informs our credit and underwriting process, and we believe gives us the tools to expertly manage the assets in our portfolio and work with our borrowers throughout periods of economic stress and uncertainty.

Recent Developments

~~COVID-19~~Macroeconomic Environment

~~As the novel coronavirus, or COVID-19, pandemic has evolved from its emergence~~The three months ended March 31, 2023 have been characterized by continued volatility in ~~early 2020, so has its~~ global ~~impact. Many countries have at times re-instituted, or strongly encouraged, varying levels of quarantines~~markets, driven by investor concerns over inflation, rising interest rates, slowing economic growth, and ~~restrictions on travel~~geopolitical uncertainty. Recent bank failures and ~~in some cases have at times limited operations of certain businesses~~consolidations, and ~~taken~~ other ~~restrictive measures designed to help slow the spread of COVID-19 and its variants. Governments and businesses~~events affecting financial institutions, have also ~~instituted vaccine mandates~~contributed to volatility in global markets and ~~testing requirements~~resulted in diminished liquidity and credit availability in the market broadly. The ongoing and potential future impacts of the war between Russia and Ukraine is also contributing to economic and geopolitical uncertainty.

Continued inflation has prompted central banks to take monetary policy tightening actions, including raising interest rates, which has created further uncertainty for ~~employees. While vaccine availability~~the economy and ~~uptake has increased, the longer-term macro-economic effects on global supply chains, inflation, labor shortages~~for our borrowers. Although our business model is such that rising interest rates will, all else equal, correlate to increases in our net income, increases in interest rates may adversely affect our existing borrowers and ~~wage increases continue~~lead to nonperformance. Additionally, rising rates and increasing costs may dampen

consumer spending and slow corporate profit growth, which may negatively impact ~~many industries, including~~ the collateral underlying certain of our loans. Moreover, with the potential for new strains of COVID-19 or outbreaks of other infectious diseases, governments and businesses may re-impose aggressive measures to help slow the spread of infectious diseases in the future. For this reason, among others, as the COVID-19 pandemic continues, the potential global impacts are uncertain andIt remains difficult to ~~assess.~~predict the full impact of recent events and any future changes in interest rates or inflation.

Reference Rate Reform

LIBOR and certain other floating rate benchmark indices to which our floating rate loans and other loan agreements are tied, including, without limitation, the Euro Interbank Offered Rate, or EURIBOR, the Stockholm Interbank Offered Rate, or STIBOR, the Australian Bank Bill Swap Reference Rate, or BBSY, the Canadian Dollar Offered Rate, or CDOR, the Swiss Average Rate Overnight, or SARON, and the Copenhagen Interbank Offering Rate, or CIBOR, or collectively, IBORs, ~~are~~have been the subject of ~~recent~~ national, international and regulatory guidance and proposals for reform. As of December 31, 2021, the ICE Benchmark Association, or IBA, ceased publication of ~~all~~most non-USD LIBOR ~~and the one-week and two-month USD LIBOR and, as and~~settings. IBA also previously announced ~~intends~~its intention to cease publication of remaining U.S. dollar LIBOR settings immediately after June 30, ~~2023.~~2023; however, in November 2022 the U.K. Financial Conduct Authority, which regulates IBA, announced a public consultation regarding whether it should compel IBA to continue publishing “synthetic” USD LIBOR settings from June 2023 to the end of September 2024. Further, on March 15, 2022, the Consolidated Appropriations Act of 2022, which includes the Adjustable Interest Rate (LIBOR) Act, or LIBOR Act, was signed into law in the U.S. This legislation establishes a uniform benchmark replacement process for financial contracts maturing after June 30, 2023 that do not contain clearly defined or practicable fallback provisions. Under the LIBOR Act, such contracts will automatically transition as a matter of law to a Secured Overnight Financing Rate, or SOFR, based replacement rate identified by the Board of Governors of the Federal Reserve System, or Federal Reserve. The legislation also creates a safe harbor that shields lenders from litigation if they choose to utilize a replacement rate recommended by the ~~Board of Governors of~~Federal Reserve. In December 2022, the Federal ~~Reserve.~~

Reserve adopted a final rule to implement the LIBOR Act.

The ~~U.S.~~ Federal Reserve, in conjunction with the Alternative Reference Rates Committee, or ARRC, a steering committee composed of large U.S. financial institutions, ~~has~~ identified ~~the Secured Overnight Financing Rate, or~~ SOFR, a new index calculated using short-term repurchase agreements backed by U.S. Treasury securities, as its preferred alternative rate for USD LIBOR. According to the ARRC, data from the cash and derivatives markets show continued momentum in the transition from LIBOR to SOFR, and SOFR is currently predominant across cash and derivatives markets. As of ~~June 30, 2022,~~March 31, 2023, one-month term SOFR is utilized as the floating benchmark rate on 43118 of our loans, the financing provided on the 2020 FL3 and 2020 FL2 CLOs, one of our asset-specific financings, ~~and~~ certain borrowings under ~~eight~~14 of our credit ~~facilities.~~facilities, and our B-4 Term Loan. As of ~~June 30, 2022, the~~March 31, 2023, one-month term SOFR was ~~1.69%~~4.80% and one-month USD LIBOR was ~~1.79%~~4.86%. Additionally, market participants have ~~started~~continued to transition from GBP LIBOR to the Sterling Overnight Index Average, or SONIA, in line with guidance from the U.K. regulators. As of ~~June 30, 2022,~~March 31, 2023, daily compounded SONIA is utilized as the floating benchmark rate for all of our floating rate British Pound Sterling loans and related financings. As of March 31, 2023, 80% of our aggregate loan principal balance has either transitioned to the applicable replacement benchmark rate, or its existing benchmark rate is not expected to be replaced, and we expect to transition the remaining 20% in 2023.

Refer to “Part I. Item 1A. Risk Factors—Risks Related to Our Lending and Investment Activities—The recent and expected discontinuation of currently used financial reference rates and use of alternative replacement reference rates may adversely affect net interest income related to our loans and investments or otherwise adversely affect our results of operations, cash flows and the market value of our investments” of our Annual Report on Form 10-K filed with the SEC on February ~~9, 2022.~~

~~Macroeconomic Environment~~

The U.S. Federal Reserve’s recent actions to increase interest rates in order to control inflation have created further uncertainty for the economy and for our borrowers. Although our business model is such that rising interest rates will, all else being equal, correlate to increases in our net income, increases in interest rates may adversely affect our existing borrowers. It is difficult to predict the full impact of recent changes and any future changes in interest rates or inflation.8, 2023.

I. Key Financial Measures and Indicators

As a real estate finance company, we believe the key financial measures and indicators for our business are earnings per share, dividends declared, Distributable Earnings, and book value per share. For the three months ended ~~June 30, 2022,~~March 31, 2023, we recorded basic earnings per share of ~~$0.55,~~$0.68, declared a dividend of $0.62 per share, and reported ~~$0.67~~$0.79 per share of Distributable Earnings. In addition, our book value as of ~~June 30, 2022~~March 31, 2023 was ~~$27.17~~$26.28 per share, which is net of ~~an $0.83~~a $2.04 per share cumulative CECL reserve.

As further described below, Distributable Earnings is a measure that is not prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, which helps us to evaluate our performance excluding the effects of certain transactions and GAAP adjustments that we believe are not necessarily indicative of our current loan portfolio and operations. In addition, Distributable Earnings is a performance metric we consider when declaring our dividends.

Earnings Per Share and Dividends Declared

The following table sets forth the calculation of basic net income (loss) per share and dividends declared per share ($ in thousands, except per share data):


		Three Months Ended					Three Months Ended
		June 30, 2022		March 31, 2022			March 31, 2023		December 31, 2022
Basic Earnings:
Net income(1)		$	93,250	$	99,687
Net income (loss)(1)						Net income (loss)(1)	$	117,757	$	(47,540)
Weighted-average shares outstanding, basic	Weighted-average shares outstanding, basic	170,665,601		169,254,059		Weighted-average shares outstanding, basic	172,598,349		171,604,533
Per share amount, basic	Per share amount, basic	$	0.55	$	0.59	Per share amount, basic	$	0.68	$	(0.28)

Dividends declared per share	Dividends declared per share	$	0.62	$	0.62	Dividends declared per share	$	0.62	$	0.62

(1)Represents net income attributable to Blackstone Mortgage Trust. Refer to Note 13 to our consolidated financial statements for the calculation of diluted net income per share.

Distributable Earnings

Distributable Earnings is a non-GAAP measure, which we define as GAAP net income (loss), including realized gains and losses not otherwise recognized in current period GAAP net income (loss), and excluding (i) non-cash equity compensation expense, (ii) depreciation and amortization, (iii) unrealized gains (losses), and (iv) certain non-cash items. Distributable Earnings may also be adjusted from time to time to exclude one-time events pursuant to changes in GAAP and certain other non-cash charges as determined by our Manager, subject to approval by a majority of our independent directors. Distributable Earnings mirrors the terms of our management agreement between our Manager and us, or our Management Agreement, for purposes of calculating our incentive fee expense.

Our CECL reserve has been excluded from Distributable Earnings consistent with other unrealized gains (losses) pursuant to our existing policy for reporting Distributable Earnings. We expect to only recognize such potential credit losses in Distributable Earnings if and when such amounts are deemed nonrecoverable upon a realization event. This is generally at the time a loan is repaid, or in the case of foreclosure, when the underlying asset is sold, but non-recoverability may also be concluded if, in our determination, it is nearly certain that all amounts due will not be collected. The realized loss amount reflected in Distributable Earnings will equal the difference between the cash received, or expected to be received, and the book value of the asset, and is reflective of our economic experience as it relates to the ultimate realization of the loan.

We believe that Distributable Earnings provides meaningful information to consider in addition to our net income (loss) and cash flow from operating activities determined in accordance with GAAP. We believe Distributable Earnings is a useful financial metric for existing and potential future holders of our class A common stock as historically, over time, Distributable Earnings has been a strong indicator of our dividends per share. As a REIT, we generally must distribute annually at least 90% of our net taxable income, subject to certain adjustments, and therefore we believe our dividends are one of the principal reasons stockholders may invest in our class A common stock. Refer to Note 15 to our consolidated financial statements for further discussion of our distribution requirements as a REIT. Further, Distributable Earnings helps us to evaluate our performance excluding the effects of certain transactions and GAAP adjustments that we believe are not necessarily indicative of our current loan portfolio and operations, and is a performance metric we consider when declaring our dividends.

Distributable Earnings does not represent net income (loss) or cash generated from operating activities and should not be considered as an alternative to GAAP net income (loss), or an indication of our GAAP cash flows from operations, a measure of our liquidity, or an indication of funds available for our cash needs. In addition, our methodology for calculating Distributable Earnings may differ from the methodologies employed by other companies to calculate the same or similar supplemental performance measures, and accordingly, our reported Distributable Earnings may not be comparable to the Distributable Earnings reported by other companies.

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The following table provides a reconciliation of Distributable Earnings to GAAP net income (loss) ($ in thousands, except per share data):


			Three months ended							Three months ended
		June 30, 2022			March 31, 2022			March 31, 2023				December 31, 2022
Net income(1)			$	93,250		$	99,687
Net income (loss)(1)									Net income (loss)(1)	$	117,757		$	(47,540)

Increase (decrease) in current expected credit loss reserve			12,983			(2,537)
Increase in current expected credit loss reserve									Increase in current expected credit loss reserve	9,823			188,811
Non-cash compensation expense	Non-cash compensation expense		8,418			8,650			Non-cash compensation expense	7,655			8,128
Realized hedging and foreign currency loss, net(2)			(829)			(200)
Realized hedging and foreign currency gain (loss), net(2)									Realized hedging and foreign currency gain (loss), net(2)	889			(511)
Adjustments attributable to non-controlling interests, net									Adjustments attributable to non-controlling interests, net	(29)			(268)
Other items	Other items		(65)			(30)			Other items	18			(25)
Adjustments attributable to non-controlling interests, net			(46)			(4)
Distributable Earnings	Distributable Earnings		$	113,711		$	105,566		Distributable Earnings	$	136,113		$	148,595
Weighted-average shares outstanding, basic(3)	Weighted-average shares outstanding, basic(3)		170,665,601			169,254,059			Weighted-average shares outstanding, basic(3)	172,598,349			171,604,533
Distributable Earnings per share, basic	Distributable Earnings per share, basic		$	0.67		$	0.62		Distributable Earnings per share, basic	$	0.79		$	0.87

(1)Represents net income (loss) attributable to Blackstone Mortgage Trust.

(2)Represents realized gains (losses) on the repatriation of unhedged foreign currency. These amounts were not included in GAAP net income, but rather as a component of Other Comprehensive Income in our consolidated financial statements.

(3)The weighted-average shares outstanding, basic, exclude shares issuable from a potential conversion of our Convertible Notes. Consistent with the treatment of other unrealized adjustments to Distributable Earnings, these potentially issuable shares are excluded until a conversion occurs. Refer to Note 13 to our consolidated financial statements for the calculation of diluted net income per share.

Book Value Per Share

The following table calculates our book value per share ($ in thousands, except per share data):


		June 30, 2022		March 31, 2022			March 31, 2023		December 31, 2022
Stockholders’ equity	Stockholders’ equity	$	4,637,591	$	4,642,938	Stockholders’ equity	$	4,535,227	$	4,518,794
Shares	Shares					Shares
Class A common stock	Class A common stock	170,295,049		170,283,071		Class A common stock	172,284,118		171,695,985
Deferred stock units	Deferred stock units	391,027		370,635		Deferred stock units	316,479		410,608
Total outstanding	Total outstanding	170,686,076		170,653,706		Total outstanding	172,600,597		172,106,593
Book value per share(1)	Book value per share(1)	$	27.17	$	27.21	Book value per share(1)	$	26.28	$	26.26

(1)The book value per share excludes shares issuable from a potential conversion of our Convertible Notes. Refer to Note 13 to our consolidated financial statements for the calculation of diluted net income per share.

II. Loan Portfolio

~~During the three months ended June 30, 2022, we originated or acquired $3.0 billion of loans.~~ Loan fundings during the quarter totaled ~~$2.8 billion~~$443.6 million and loan repayments and sales during the quarter totaled ~~$1.4 billion.~~$593.9 million. We generated interest income of ~~$283.7~~$491.4 million and incurred interest expense of ~~$136.6~~$317.2 million during the quarter, which resulted in ~~$147.1~~$174.2 million of net interest income during the three months ended ~~June 30, 2022.~~March 31, 2023.

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Portfolio Overview

The following table details our loan origination activity ($ in thousands):


							Three Months Ended
		Three Months Ended June 30, 2022		Six Months Ended June 30, 2022			March 31, 2023		December 31, 2022
Loan originations(1)	Loan originations(1)	$	2,977,374	$	6,384,898	Loan originations(1)	$	—	$	235,467
Loan fundings(2)	Loan fundings(2)	$	2,752,067	$	5,768,619	Loan fundings(2)	$	443,629	$	689,872
Loan repayments and sales(3)	Loan repayments and sales(3)	(1,371,524)		(2,643,041)		Loan repayments and sales(3)	(593,935)		(647,980)
Total net fundings	Total net fundings	$	1,380,543	$	3,125,578	Total net fundings	$	(150,306)	$	41,892

(1)Includes new loan originations and additional commitments made under existing loans.

(2)Loan fundings during the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and December 31, 2022, include ~~$101.1~~$73.8 million and ~~$193.2~~$90.5 million, respectively, of additional fundings under related non-consolidated senior interests.

(3)Loan repayments and sales during the three ~~and six~~ months ended ~~June 30, 2022,~~March 31, 2023, include ~~$390.5~~$1.6 million ~~and $731.7 million, respectively,~~ of additional repayments or reduction of loan exposure under related non-consolidated senior ~~interests and~~interests. There were no such related loan repayments during the ~~loan held by our non-consolidated securitized debt obligation.~~three months ended December 31, 2022.

The following table details overall statistics for our loan portfolio as of ~~June 30, 2022~~March 31, 2023 ($ in thousands):



		Balance Sheet Portfolio			Loan Exposure(1)				Balance Sheet Portfolio			Loan Exposure(1)
Number of investments	Number of investments	205			205			Number of investments	199			199
Principal balance	Principal balance	$	25,001,207		$	26,509,461		Principal balance	$	25,020,489		$	26,742,669
Net book value	Net book value	$	24,698,522		$	24,698,522		Net book value	$	24,559,773		$	24,559,773
Unfunded loan commitments(2)	Unfunded loan commitments(2)	$	4,623,298		$	5,301,593		Unfunded loan commitments(2)	$	3,382,489		$	3,382,489
Weighted-average cash coupon(3)	Weighted-average cash coupon(3)	+ 3.28		%	+ 3.29		%	Weighted-average cash coupon(3)	+ 3.46		%	+ 3.38		%
Weighted-average all-in yield(3)	Weighted-average all-in yield(3)	+ 3.64		%	+ 3.65		%	Weighted-average all-in yield(3)	+ 3.85		%	+ 3.77		%
Weighted-average maximum maturity (years)(4)	Weighted-average maximum maturity (years)(4)	3.5			3.5			Weighted-average maximum maturity (years)(4)	2.9			2.9
Origination loan to value (LTV)(5)	Origination loan to value (LTV)(5)	64.2		%	63.9		%	Origination loan to value (LTV)(5)	64.1		%	63.8		%

(1)In certain instances, we finance our loans through the non-recourse sale of a senior loan interest that is not included in our consolidated financial statements. Total loan exposure encompasses the entire loan we originated and financed, including ~~$1.5~~$1.7 billion of such non-consolidated senior interests that are not included in our balance sheet portfolio.

(2)Unfunded commitments will primarily be funded to finance our borrowers’ construction or development of real estate-related assets, capital improvements of existing assets, or lease-related expenditures. These commitments will generally be funded over the term of each loan, subject in certain cases to an expiration date. Excludes $632.0 million of unfunded loan commitments related to our non-consolidated senior interests, as these commitments will not require cash outlays from us.

(3)The weighted-average cash coupon and all-in yield are expressed as a spread over the relevant floating benchmark rates, which include SOFR, USD LIBOR, ~~SOFR,~~ SONIA, EURIBOR, and other indices as applicable to each investment. As of ~~June 30, 2022,~~March 31, 2023, substantially all of our loans by total loan exposure earned a floating rate of interest, primarily indexed to SOFR or USD LIBOR. In addition to cash coupon, all-in yield includes the amortization of deferred origination and extension fees, loan origination costs, and purchase discounts, as well as the accrual of exit fees. Excludes ~~a loan~~loans accounted for under the cost-recovery method.

(4)Maximum maturity assumes all extension options are exercised by the borrower, however our loans and other investments may be repaid prior to such date. As of ~~June 30, 2022, 61%~~March 31, 2023, 38% of our loans by total loan exposure were subject to yield maintenance or other prepayment restrictions and ~~39%~~62% were open to repayment by the borrower without penalty.

(5)Based on LTV as of the dates loans were originated or acquired by us.

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The following table details the index rate floors for our ~~loans receivable~~loan portfolio based on total loan exposure as of ~~June 30, 2022~~March 31, 2023 ($ in thousands):


		Loans Receivable Principal Balance							Total Loan Exposure(1)
Index Rate Floors	Index Rate Floors	USD		Non-USD(1)		Total		Index Rate Floors	USD		Non-USD(2)		Total
Fixed Rate	Fixed Rate	$	37,500	$	—	$	37,500	Fixed Rate	$	39,588	$	—	$	39,588
0.00% or no floor~~(2)~~	0.00% or no floor~~(2)~~	3,974,316		7,416,949		11,391,265		0.00% or no floor~~(2)~~	4,709,486		7,031,512		11,740,998
0.01% to 1.00% floor	0.01% to 1.00% floor	10,184,375		700,123		10,884,498		0.01% to 1.00% floor	9,737,130		868,032		10,605,162
1.01% to 1.50% floor	1.01% to 1.50% floor	2,894,351		59,366		2,953,717		1.01% to 1.50% floor	2,590,352		156,283		2,746,635
1.51% to 2.00% floor	1.51% to 2.00% floor	977,195		—		977,195		1.51% to 2.00% floor	809,175		313,008		1,122,183
2.01% or more floor	2.01% or more floor	216,126		49,160		265,286		2.01% or more floor	438,532		49,571		488,103
Total~~(4)~~(3)	Total~~(4)~~(3)	$	18,283,863	$	8,225,598	$	26,509,461	Total~~(4)~~(3)	$	18,324,263	$	8,418,406	$	26,742,669

(1)~~Includes Euro, British Pound Sterling, Swedish Krona, Australian Dollar, Canadian Dollar, Swiss Franc, and Danish Krone currencies.~~

~~(2)Includes a $286.3 million loan accounted for under the cost-recovery method.~~

~~(3)~~In certain instances, we finance our loans through the non-recourse sale of a senior loan interest that is not included in our consolidated financial statements. Total loan exposure encompasses the entire loan we originated and financed, including ~~$1.5~~$1.7 billion of such non-consolidated senior interests that are not included in our balance sheet portfolio.

~~(4)~~(2)Includes Euro, British Pound Sterling, Swedish Krona, Australian Dollar, Canadian Dollar, Swiss Franc, and Danish Krone currencies.

(3)As of ~~June 30, 2022,~~March 31, 2023, the weighted-average index rate floor of our loan portfolio was ~~0.35%~~0.37%. Excluding 0.0% index rate floors and loans with no floor, the weighted-average index rate floor was ~~0.61%~~0.64%. As of December 31, ~~2021,~~2022, the weighted-average index rate floor of our loan portfolio was ~~0.42%~~0.38%. Excluding 0.0% index rate floors and loans with no floor, the weighted-average index rate floor was ~~0.70%.~~0.65%

The following table details the floating benchmark rates for our loan portfolio based on total loan exposure as of ~~June 30, 2022~~March 31, 2023 (total investment portfolio amounts in thousands):

Investment
Count
Currency Total Loan
Portfolio
Floating Rate Index(1)
Cash Coupon(2)
All-in Yield(2)
167 $ $ 18,283,863
USD LIBOR / SOFR(3)
+ 3.15% + 3.49%
10 € £ 2,728,387 EURIBOR + 3.03% + 3.43%
20 £ £ 2,644,945 SONIA + 3.67% + 4.13%
8 Various $ 2,144,142
Other(4)
+ 4.23% + 4.53%
205 $ 26,509,461 Applicable Index + 3.29% + 3.65%


Investment Count	Currency	Total Loan Exposure(1)		Floating Rate Index(2)	Cash Coupon(3)	All-in Yield(3)
158	$	$	18,324,265	SOFR(4) / USD LIBOR	+ 3.23%	+ 3.61%
11	€	€	2,607,969	EURIBOR	+ 3.18%	+ 3.59%
23	£	£	2,836,907	SONIA	+ 3.83%	+ 4.31%
7	Various	$	2,091,734	Other(5)	+ 4.11%	+ 4.40%




199		$	26,742,669	Applicable Index	+ 3.38%	+ 3.77%

(1)In certain instances, we finance our loans through the non-recourse sale of a senior loan interest that is not included in our consolidated financial statements. Total loan exposure encompasses the entire loan we originated and financed, including $1.7 billion of such non-consolidated senior interests that are not included in our balance sheet portfolio.

(2)We use foreign currency forward contracts to protect the value or fix the amount of certain investments or cash flows in terms of the U.S. dollar. We earn forward points on our forward contracts that reflect the interest rate differentials between the applicable base rate for our foreign currency investments and prevailing USU.S. interest rates. These forward contracts effectively convert the foreign currency rate exposure for such investments to USD-equivalent interest rates.

~~(2)~~(3)In addition to cash coupon, all-in yield includes the amortization of deferred origination and extension fees, loan origination costs, and purchase discounts, as well as the accrual of exit fees. Excludes ~~one loan~~loans accounted for under the cost-recovery method.

~~(3)~~(4)As of ~~June 30, 2022, $14.2~~March 31, 2023, $12.1 billion and ~~$4.0~~$6.2 billion of loans were indexed to SOFR and USD LIBOR, ~~and SOFR,~~ respectively. As of ~~June 30, 2022,~~March 31, 2023, one-month SOFR was 4.80% and one-month USD LIBOR was ~~1.79% and SOFR was 1.69%~~4.86%.

~~(4)~~(5)Includes floating rate loans indexed to STIBOR, BBSY, CDOR, SARON, and CIBOR indices.

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The charts below detail the geographic distribution and types of properties securing our loan portfolio, as of ~~June 30, 2022:~~March 31, 2023:

Collateral and Geographic Pies 3.31 vPaint.jpg

______________

(1)Net loan exposure reflects the amount of each loan that is subject to risk of credit loss to us as of March 31, 2023, which is our total loan exposure net of (i) $1.7 billion of non-consolidated senior interests, (ii) $822.9 million of asset-specific debt, (iii) $229.5 million of loan participations sold, and (iv) our aggregate CECL reserve of $336.6 million. Our non-consolidated senior interests, asset-specific debt, and loan participations sold are structurally non-recourse and term-matched to the corresponding collateral loans.

Refer to section VI of this Item 72 for details of our loan portfolio, on a loan-by-loan basis.

Portfolio Management

During the three months ended ~~June 30, 2022,~~March 31, 2023, we collected 100.0% of the contractual interest payments that were due under our loans, with no interest ~~deferrals, which we~~deferrals. We believe this demonstrates the overall strength of our loan portfolio and the commitment and financial wherewithal of our borrowers generally, which are primarily affiliated with large real estate private equity funds and other strong, well-capitalized, experienced sponsors.

We maintain a robust asset management relationship with our borrowers and utilize these relationships to maximize the performance of our portfolio, including during periods of volatility. We believe that we ~~will~~ benefit from these relationships and from our long-standing core business model of originating senior loans collateralized by large assets in major markets with experienced, well-capitalized institutional sponsors. Our loan portfolio’s low weighted-average origination LTV of ~~63.9%~~63.8% as of ~~June 30, 2022~~March 31, 2023 reflects significant equity value that we expect our sponsors ~~are~~will be motivated to protect through periods of cyclical disruption. While we believe the principal amounts of our loans are generally adequately protected by underlying collateral value, there is a risk that we will not realize the entire principal value of certain investments.

Our portfolio monitoring and asset management operations benefit from the deep knowledge, experience, and information advantages derived from our position as part of Blackstone’s real estate platform. Blackstone has built the world's preeminent global real estate business, with a proven track record of successfully navigating market cycles and emerging stronger through periods of volatility. The market-leading real estate expertise derived from the strength of the Blackstone platform deeply informs our credit and underwriting process, and gives us the tools to expertly asset manage our portfolio and work with our borrowers throughout periods of economic stress and uncertainty.

As discussed in Note 2 to our consolidated financial statements, we perform a quarterly review of our loan portfolio,

assesses the performance of each loan, and assigns it a risk rating between “1” and “5,” from less risk to greater risk. ~~The~~Our loan portfolio had a weighted-average risk rating of ~~our total loan exposure was 2.8~~2.9 as of both ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021, respectively.~~

2022.

The following table allocates the principal balance, total loan exposure, and ~~total~~net loan exposure balances based on our internal risk ratings ($ in thousands):


		June 30, 2022						March 31, 2023
Risk Rating	Risk Rating	Number of Loans	Net Book Value		Total Loan Exposure(1)		Risk Rating	Number of Loans	Net Book Value		Total Loan Exposure(1)		Net Loan Exposure(2)
1	1	12	$	836,222	$	868,722	1	17	$	1,158,445	$	1,182,278	$	1,128,313
2	2	39	5,856,051		6,178,959		2	40	6,462,458		7,689,868		5,808,391
3	3	143	15,773,096		17,089,166		3	123	13,105,735		13,695,326		12,775,551
4	4	10	2,081,368		2,086,305		4	13	3,172,029		3,177,140		3,118,503
5	5	1	284,809		286,309		5	6	997,697		998,057		800,799
Loans receivable	Loans receivable	205	$	24,831,546	$	26,509,461	Loans receivable	199	$	24,896,364	$	26,742,669	$	23,631,557
CECL reserve	CECL reserve		(133,024)				CECL reserve		(336,591)
Loans receivable, net	Loans receivable, net		$	24,698,522			Loans receivable, net		$	24,559,773

(1)In certain instances, we finance our loans through the non-recourse sale of a senior loan interest that is not included in our consolidated financial statements. See Note 2 to our consolidated financial statements for further discussion. Total loan exposure encompasses the entire loan we originated and financed, including ~~$1.5~~$1.7 billion of such non-consolidated senior interests as of ~~June 30, 2022.~~March 31, 2023.

Current Expected Credit Loss Reserve

The CECL reserve required by GAAP reflects our current estimate of potential credit losses related to our loans ~~and debt securities~~ included in our consolidated balance sheets. Other than a few narrow exceptions, GAAP requires that all financial instruments subject to the CECL model have some amount of loss reserve to reflect the ~~GAAP principal~~principle underlying the CECL model that all loans ~~debt securities,~~ and similar assets have some inherent risk of loss, regardless of credit quality, subordinate capital, or other mitigating factors.

During the three months ended ~~June 30, 2022,~~March 31, 2023, we recorded an ~~aggregate $13.0~~increase of $10.5 million ~~increase~~ in the CECL reserve ~~related to~~against our loans receivable ~~debt securities, and unfunded loan commitments,~~portfolio, bringing our total loans receivable CECL reserve to ~~$141.5~~$336.6 million as of ~~June 30, 2022. See Notes 2 and 3 to~~March 31, 2023. This CECL reserve reflects certain loans assessed for impairment in our ~~consolidated financial statements for further discussion of our CECL reserve.~~portfolio, as well as macroeconomic conditions.

~~Previously, we entered into loan modifications related to a multifamily asset in New York City, which were classified as troubled debt restructurings under GAAP.~~ During the three months ended ~~December~~March 31, ~~2021,~~2023, we recorded an aggregate net increase of $7.5 million in the ~~borrower committed significant~~asset-specific CECL reserve related to our impaired loans. The increase was primarily driven by one additional capital to the property and engaged new management to oversee property operations, and we reduced the loan's outstanding principal balance to $37.5 million, which remains unchanged as of June 30, 2022. As a result of the modification,loan that was impaired during the three months ended ~~December~~March 31, ~~2021,~~2023. As of March 31, 2023, the income accrual was suspended on this loan as recovery of income and principal was doubtful. During the three months ended March 31, 2023, we ~~charged-off $14.4~~recorded $1.8 million of ~~the $14.8~~interest income on this loan.

~~Previously, we entered into a loan modification~~ related to ~~a hospitality asset in New York City, which is classified as a troubled debt restructuring under GAAP. As~~six of ~~June 30, 2022, this loan has~~our loans receivable, with an ~~outstanding principal balance~~aggregate net book value of ~~$286.3 million, net of cost-recovery proceeds, and a~~$997.7 million. This CECL reserve ~~of $54.9 million, which~~ was recorded based on our estimation of the fair value of each of the ~~loan’s~~loan's underlying collateral as of ~~June 30, 2022.~~March 31, 2023. No income was recorded ~~on this loan~~ during the ~~six~~three months ended ~~June 30,~~March 31, 2023 on our loans that were deemed impaired as of December 31, 2022. As of March 31, 2023, all borrowers were current with all contractual terms of each respective loan, including payments of interest. During the three months ended March 31, 2023, we received an aggregate $18.3 million of cash proceeds from such loans that were applied as a reduction to the principal balance of each respective loan. Refer to Note 2 for further discussion of our revenue recognition policy and CECL reserve.

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Multifamily Joint Venture

As of ~~June 30, 2022,~~March 31, 2023, our Multifamily Joint Venture held ~~$802.2~~$797.7 million of loans, which are included in the loan disclosures above. Refer to Note 2 to our consolidated financial statements for additional discussion of our Multifamily Joint Venture.

Portfolio Financing

Our portfolio financing consists of secured debt, securitizations, and asset-specific financings. The following table details our portfolio financing ($ in thousands):


		Portfolio Financing Outstanding Principal Balance					Portfolio Financing Outstanding Principal Balance
		June 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Secured debt	Secured debt	$	13,932,436	$	12,299,580	Secured debt	$	14,051,435	$	13,549,748
Securitizations~~(1)~~	Securitizations~~(1)~~	2,855,625		3,155,727		Securitizations~~(1)~~	2,671,734		2,673,541
Asset-specific financings~~(2)~~(1)	Asset-specific financings~~(2)~~(1)	2,605,449		1,913,374		Asset-specific financings~~(2)~~(1)	2,774,522		2,824,961
Total portfolio financing	Total portfolio financing	$	19,393,510	$	17,368,681	Total portfolio financing	$	19,497,691	$	19,048,250

(1)Includes our consolidated securitized debt obligations of $2.9 billion as of June 30, 2022. Includes our consolidated securitized debt obligations of $2.9 billion and non-consolidated securitized debt of $300.1 million as of December 31, 2021. The non-consolidated securitized debt obligation represents the senior non-consolidated investment exposure to the 2018 Single Asset Securitization. We owned the related subordinate position, which was classified as a held-to-maturity debt security on our balance sheet. During the six months ended June 30, 2022, the 2018 Single Asset Securitization was liquidated upon full repayment of its collateral and all senior securities outstanding. Refer to Note 4 and Note 18 to our consolidated financial statements for details of the 2018 Single Asset Securitization.

~~(2)Includes our consolidated~~ asset-specific debt of ~~$870.7~~$822.9 million, our loan participations sold of ~~$226.5~~$229.5 million, and our non-consolidated senior interests of ~~$1.5~~$1.7 billion, as of ~~June 30, 2022.~~March 31, 2023. Includes our ~~consolidated~~ asset-specific debt of ~~$400.7~~$950.3 million, our loan participations sold of $224.7 million, and our non-consolidated senior interests of ~~$1.5~~$1.6 billion, as of December 31, ~~2021.~~2022. The loan participations sold and non-consolidated senior interests are non-debt financings that provide structural leverage for our ~~net investments which are reflected in the form of mezzanine loans or other subordinate interests on our balance sheet and in our results of operations.~~whole loan investments.

Secured Debt

The following table details our outstanding secured debt ($ in thousands):

Secured Debt
Borrowings Outstanding
June 30, 2022 December 31, 2021
Secured credit facilities $ 13,932,436 $ 12,299,580
Acquisition facility — —
Total secured debt $ 13,932,436 $ 12,299,580


	Secured Debt Borrowings Outstanding
	March 31, 2023		December 31, 2022
Secured credit facilities	$	14,051,435	$	13,549,748
Acquisition facility	—		—

Total secured debt	$	14,051,435	$	13,549,748

5955

Secured Credit Facilities

The following table details our secured credit facilities by spread over the applicable base rates as of ~~June 30, 2022~~March 31, 2023 ($ in thousands):

Six Months Ended June 30, 2022 June 30, 2022
Spread(1)
New Financings(2)
Total
Borrowings
Wtd. Avg.
All-in Cost(1)(3)(4)
Collateral(5)
Wtd. Avg.
All-in Yield(1)(6)
Net Interest
Margin(7)
+ 1.50% or less $ 1,329,670 $ 8,110,825 +1.52 % $ 10,957,198 +3.19 % +1.67 %
+ 1.51% to + 1.75% 322,306 2,630,077 +1.88 % 3,986,106 +3.58 % +1.70 %
+ 1.76% to + 2.00% 480,738 1,404,894 +2.16 % 2,077,065 +4.15 % +1.99 %
+ 2.01% or more 927,553 1,786,640 +2.57 % 2,465,184 +4.84 % +2.27 %
Total $ 3,060,267 $ 13,932,436 +1.79 % $ 19,485,553 +3.58 % +1.79 %


	Three Months Ended March 31, 2023		March 31, 2023
Spread(1)	New Financings(2)		Total Borrowings		Wtd. Avg. All-in Cost(1)(3)(4)		Collateral(5)		Wtd. Avg. All-in Yield(1)(3)		Net Interest Margin(6)
+ 1.50% or less	$	—	$	7,134,303	+1.55	%	$	9,688,226	+3.27	%	+1.72	%
+ 1.51% to + 1.75%	$	—	2,617,621		+1.86	%	3,795,012		+3.65	%	+1.79	%
+ 1.76% to + 2.00%	$	—	1,867,336		+2.16	%	2,967,903		+4.05	%	+1.89	%
+ 2.01% or more	69,524		2,432,175		+2.62	%	3,323,397		+4.78	%	+2.16	%
Total	$	69,524	$	14,051,435	+1.88	%	$	19,774,538	+3.71	%	+1.83	%

(1)The spread, all-in cost, and all-in yield are expressed over the relevant floating benchmark rates, which include SOFR, USD LIBOR, ~~SOFR,~~ SONIA, EURIBOR, and other indices as applicable.

(2)Represents borrowings outstanding as of ~~June 30, 2022~~March 31, 2023 for new financings during the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, based on the date collateral was initially pledged to each credit facility.

(3)In addition to spread, the cost includes the associated deferred fees and expenses related to the respective borrowings.

~~(4)Represents the weighted-average all-in cost as of June 30, 2022 and is not necessarily indicative of the spread applicable to recent or future borrowings.~~

~~(5)Represents the principal balance of the collateral assets.~~

~~(6)~~In addition to cash coupon, all-in yield includes the amortization of deferred origination and extension fees, loan origination costs, and purchase discounts, as well as the accrual of exit fees. Excludes loans accounted for under the cost recovery method.

~~(7)~~(4)Represents the weighted-average all-in cost as of March 31, 2023 and is not necessarily indicative of the spread applicable to recent or future borrowings.

(5)Represents the principal balance of the collateral assets.

(6)Represents the difference between the weighted-average all-in yield and weighted-average all-in cost.

Acquisition Facility

We have a ~~$250.0~~$100.0 million full recourse secured credit facility that is designed to finance eligible first mortgage originations for up to nine months as a bridge to term financing without obtaining discretionary lender approval. The ~~maturity date~~cost of borrowing under the facility is variable, dependent on the type of loan collateral, and its maturity date is April ~~4, 2023.~~3, 2024. As of ~~June 30, 2022,~~March 31, 2023, we had no assets pledged to our acquisition ~~facility.~~

~~Securitizations~~

~~The following table details our~~facility and no outstanding ~~securitizations ($ in thousands):~~

Securitizations Outstanding
June 30, 2022 December 31, 2021
Securitized debt obligations $ 2,855,625 2,855,625
Non-consolidated securitized debt obligation(1)
— 300,102
Total securitizations $ 2,855,625 $ 3,155,727

~~(1)~~These non-consolidated securitized debt obligations represent the senior non-consolidated investment exposure to the 2018 Single Asset Securitization. We owned the related subordinate position, which was classified as a held-to-maturity debt security on our balance sheet. During the six months ended June 30, 2022, the 2018 Single Asset Securitization was liquidated upon full repayment of its collateral and all senior securities outstanding. Refer to Note 4 and Note 18 to our consolidated financial statements for details of the 2018 Single Asset Securitization.borrowings.

6056

Securitizations

Securitized Debt Obligations

We have financed certain pools of our loans through collateralized loan obligations, ~~which include the 2021 FL4 CLO, 2020 FL3 CLO, and 2020 FL2 CLO,~~ or ~~collectively, the~~ CLOs. The following table details our securitized debt obligations and the underlying collateral assets that are financed by our CLOs ($ in thousands):


	March 31, 2023
Securitized Debt Obligations		Count	Principal Balance		Book Value		Wtd. Avg. Yield/Cost(1)(2)		Term(3)
2021 FL4 Collateralized Loan Obligation
Senior CLO Securities Outstanding		1	$	803,750	$	800,192	+ 1.57	%	May 2038
Underlying Collateral Assets		29	1,000,000		1,000,000		+ 3.51	%	June 2025
2020 FL3 Collateralized Loan Obligation
Senior CLO Securities Outstanding		1	808,750		807,428		+ 2.15	%	November 2037
Underlying Collateral Assets		16	1,000,000		1,000,000		+ 3.24	%	November 2024
2020 FL2 Collateralized Loan Obligation
Senior CLO Securities Outstanding		1	1,059,234		1,056,588		+ 1.55	%	February 2038
Underlying Collateral Assets		17	1,316,109		1,316,109		+ 3.41	%	November 2024
Total
Senior CLO Securities Outstanding(4)		3	$	2,671,734	$	2,664,208	+ 1.74	%
Underlying Collateral Assets		62	$	3,316,109	$	3,316,109	+ 3.39	%

(1)In addition to cash coupon, all-in yield includes the amortization of deferred origination and extension fees, loan origination costs, purchase discounts, and accrual of exit fees.

(2)The weighted-average all-in yield and cost are expressed as a spread over the relevant floating benchmark rates, which include SOFR and USD LIBOR, ~~and SOFR,~~ as applicable to each securitized debt obligation. As of ~~June 30, 2022,~~March 31, 2023, the floating benchmark rate for the financing provided on the 2020 FL3 and 2020 FL2 CLOs is one-month ~~SOFR, plus a credit spread adjustment of 0.11%.~~SOFR. As of ~~June 30, 2022, the~~March 31, 2023, one-month SOFR was ~~1.69%~~4.80% and one-month USD LIBOR was ~~1.79%~~4.86%. Excludes loans accounted for under the cost recovery method.

Refer to Note 6 and Note 18 to our consolidated financial statements for additional details of our securitized debt obligations.

Asset-Specific Financings

The following table details our outstanding asset-specific financings ($ in thousands):


		Asset-Specific Financings Outstanding Principal Balance					Asset-Specific Financings Outstanding Principal Balance
		June 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Asset-specific debt	Asset-specific debt	$	870,684	$	400,699	Asset-specific debt	$	822,873	$	950,278
Loan participations sold(1)	Loan participations sold(1)	226,511		—		Loan participations sold(1)	229,468		224,744
Non-consolidated senior interests(1)	Non-consolidated senior interests(1)	1,508,254		1,512,675		Non-consolidated senior interests(1)	1,722,181		1,649,939
Total asset-specific financings	Total asset-specific financings	$	2,605,449	$	1,913,374	Total asset-specific financings	$	2,774,522	$	2,824,961

(1)These loan participations sold and non-consolidated senior interests provide structural leverage for our net investments which are reflected in the form of mezzanine loans or other subordinate interests on our balance sheet and in our results of operations.

Asset-Specific Debt

The following table details our asset-specific debt ($ in thousands):

June 30, 2022
Asset-Specific Debt Count
Principal
Balance
Book Value
Wtd. Avg.
Yield/Cost(1)
Wtd. Avg.
Term(2)
Collateral assets 4 $ 1,022,146 $ 1,003,394 + 4.30 % March 2026
Financing provided 4 $ 870,684 $ 860,007 + 3.02 % March 2026


	March 31, 2023
Asset-Specific Debt		Count	Principal Balance		Book Value		Wtd. Avg. Yield/Cost(1)		Wtd. Avg. Term(2)
Financing provided		3	$	822,873	$	817,444	+ 3.66	%	February 2026
Collateral assets		3	$	981,538	$	971,397	+ 4.85	%	February 2026

Loan Participations Sold

The following table details our loan participations sold ($ in thousands):


		June 30, 2022										March 31, 2023
Loan Participations Sold	Loan Participations Sold		Count	Principal Balance		Book Value		Wtd. Avg. Yield/Cost(1)		Term(2)	Loan Participations Sold		Count	Principal Balance		Book Value		Wtd. Avg. Yield/Cost(1)		Term(2)
Senior participation(3)											Senior participation(3)		1	$	229,468	$	229,003	+ 3.22	%	March 2027
Total loan	Total loan		1	$	283,139	$	280,560	+ 4.86	%	March 2027	Total loan		1	$	286,835	$	284,940	+ 4.86	%	March 2027
Senior participation			1	$	226,511	$	225,884	+ 3.22	%	March 2027

(3)During the three months ended March 31, 2023, we recorded $3.7 million of interest expense related to our loan participations sold.

Non-Consolidated Senior Interests

In certain instances, we finance our loans through the non-recourse sale of a senior loan interest that is not included in our consolidated financial statements. These non-consolidated senior interests provide structural leverage for our net investments which are reflected in the form of mezzanine loans or other subordinate interests on our balance sheet and in our results of operations. Our non-consolidated senior interests are inherently term-matched and non-recourse.

The following table details the subordinate interests retained on our balance sheet and the related non-consolidated senior interests ($ in thousands):

June 30, 2022

March 31, 2023

Non-Consolidated Senior Interests

Count

Principal
Balance

Book
Value

Wtd. Avg.

Yield/Cost(1)

Wtd. Avg.
Term

Non-Consolidated Senior Interests

Count

Principal
Balance

Book
Value

Wtd. Avg.

Yield/Cost(1)

Wtd. Avg.

Term(2)

Senior participation

1,722,181

n/a

+ 2.67

March 2026

Total loan

1,866,308

n/a

+ 3.67

February 2026

Total loan

2,133,216

n/a

+ 3.76

March 2026

Senior participation

1,508,254

n/a

+ 2.64

February 2026

(1)The weighted-average spread and all-in yield are expressed as a spread over the relevant floating benchmark rates, which includes SOFR and USD LIBOR, ~~and SOFR,~~ as applicable to each investment. This non-debt participation sold structure is inherently matched in terms of currency and interest rate. In addition to cash coupon, yield/cost includes the amortization of deferred fees /and financing costs.

(2)The term is determined based on the maximum maturity of the loan, assuming all extension options are exercised by the borrower. Our non-consolidated senior interests are inherently non-recourse and term-matched to the corresponding collateral loan.

Corporate Financing

The following table details our outstanding corporate financing ($ in thousands):


		Corporate Financing Outstanding Principal Balance					Corporate Financing Outstanding Principal Balance
		June 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Term loans	Term loans	$	1,842,401	$	1,349,271	Term loans	$	2,151,719	$	2,157,218
Senior secured notes	Senior secured notes	400,000		400,000		Senior secured notes	400,000		400,000
Convertible notes	Convertible notes	520,000		622,500		Convertible notes	300,000		520,000
Total corporate financing	Total corporate financing	$	2,762,401	$	2,371,771	Total corporate financing	$	2,851,719	$	3,077,218

Term Loans

As of ~~June 30, 2022,~~March 31, 2023, the following senior term loan facilities, or Term Loans, were outstanding ($ in thousands):

Term Loans

Face Value

Interest Rate(1)

All-in Cost(1)(2)

Maturity

B-1 Term Loan

~~925,121~~917,987

+ 2.25

+ 2.53

April 23, 2026

B-3 Term Loan

~~417,280~~414,111

+ 2.75

+ 3.42

April 23, 2026

B-4 Term Loan

~~500,000~~819,621

+ 3.50

+ ~~3.98~~4.11

May 9, 2029

(2)Includes issue discount and transaction expenses that are amortized through interest expense over the life of the Term Loans.

Refer to Note 2 and Note 9 to our consolidated financial statements for additional discussion of our Term Loans.

Senior Secured Notes

As of ~~June 30, 2022,~~March 31, 2023, the following Senior Secured Notes, were outstanding ($ in thousands):


Senior Secured Notes	Face Value		Interest Rate		All-in Cost(1)		Maturity
Senior Secured Notes	$	400,000	3.75	%	4.04	%	January 15, 2027

(1)Includes transaction expenses that are amortized through interest expense over the life of the Senior Secured Notes.

Refer to Note 2 and Note 10 to our consolidated financial statements for additional discussion of our Senior Secured Notes.

Convertible Notes

As of ~~June 30, 2022~~March 31, 2023 the following convertible senior notes, or Convertible Notes, were outstanding ($ in thousands):


Convertible Notes Issuance	Convertible Notes Issuance	Face Value		Interest Rate		All-in Cost(1)		Conversion Rate(2)	Maturity	Convertible Notes Issuance	Face Value		Interest Rate		All-in Cost(1)		Conversion Price(2)	Maturity

March 2018		$	220,000	4.75	%	5.33	%	$36.23	March 15, 2023

March 2022	March 2022	$	300,000	5.50	%	5.94	%	$36.27	March 15, 2027	March 2022	$	300,000	5.50	%	5.94	%	$36.27	March 15, 2027

(1)Includes issuance costs that are amortized through interest expense over the life of the Convertible Notes using the effective interest method.

(2)Represents the price of class A common stock per share based on a conversion rate of ~~27.6052 and~~ 27.5702 ~~respectively,~~ for the ~~March 2018 and~~ March 2022 convertible notes. The conversion rate represents the number of shares of class A common stock issuable per $1,000 principal amount of Convertible Notes. The cumulative dividend threshold as defined in the ~~respective March 2018 and~~ March 2022 convertible notes supplemental indentures ~~have~~has not been exceeded as of ~~June 30, 2022.~~March 31, 2023.

Refer to Note 2 and Note 11 to our consolidated financial statements for additional discussion of our Convertible Notes.

Floating Rate Portfolio

Generally, our business model is such that rising interest rates will increase our net income, while declining interest rates will decrease net income. As of ~~June 30, 2022,~~March 31, 2023, substantially all of our investments by total loan exposure earned a floating rate of interest and were financed with liabilities that pay interest at floating rates, which resulted in an amount of net equity that is positively correlated to rising interest rates, subject to the impact of interest rate floors on certain of our floating rate investments.

Our liabilities are generally currency and index-matched to each collateral asset, resulting in a net exposure to movements in benchmark rates that varies by currency silo based on the relative proportion of floating rate assets and liabilities.

The following table details our investment portfolio’s net exposure to interest rates by currency as of ~~June 30, 2022~~March 31, 2023 (amounts in thousands):


		USD		GBP		EUR		All Other(5)			USD		GBP		EUR		All Other(1)
Floating rate loans~~(2)~~(3)	Floating rate loans~~(2)~~(3)	$	18,246,363	£	2,644,945	€	2,728,387	$	2,144,142	Floating rate loans~~(2)~~(3)	$	18,284,677	£	2,836,907	€	2,607,969	$	2,091,734
Floating rate debt~~(3)~~(4)	Floating rate debt~~(3)~~(4)	(15,007,850)		(1,990,577)		(2,051,416)		(1,653,232)		Floating rate debt~~(3)~~(4)	(15,260,399)		(2,141,971)		(1,929,672)		(1,654,888)
Net floating rate exposure	Net floating rate exposure	$	3,238,513	£	654,368	€	676,971	$	490,910	Net floating rate exposure	$	3,024,278	£	694,936	€	678,297	$	436,846
Net floating rate exposure in USD~~(4)~~(5)	Net floating rate exposure in USD~~(4)~~(5)	$	3,238,513	$	796,889	$	709,737	$	490,910	Net floating rate exposure in USD~~(4)~~(5)	$	3,024,278	$	857,342	$	735,206	$	436,846

(1)~~Our floating rate loans and related liabilities are currency and indexed matched to the applicable benchmark rate relevant in each arrangement.~~

~~(2)~~As of June 30, 2022, $14.2 billion and $4.0 billion of floating rate loans were indexed to USD LIBOR and SOFR, respectively. As of June 30, 2022, $9.4 billion and $5.6 billion of floating rate debt was indexed to USD LIBOR and SOFR, respectively. As of June 30, 2022, one-month SOFR was 1.69% and one-month USD LIBOR was 1.79%.

~~(3)Includes borrowings under secured debt, securitizations, asset-specific financings, and term loans.~~

~~(4)Represents the U.S. Dollar equivalent as of June 30, 2022.~~

~~(5)~~Includes Australian Dollar, Canadian Dollar, Danish Krone, Swedish Krona, and Swiss Franc currencies.

(2)Our floating rate loans and related liabilities are currency and index-matched to the applicable benchmark rate relevant in each arrangement.

(3)As of March 31, 2023, $12.1 billion and $6.2 billion of floating rate loans were indexed to SOFR and USD LIBOR, respectively. As of March 31, 2023, $10.1 billion and $5.2 billion of floating rate debt was indexed to SOFR and USD LIBOR, respectively. As of March 31, 2023, one-month SOFR was 4.80% and one-month USD LIBOR was 4.86%.

(4)Includes borrowings under secured debt, securitizations, asset-specific financings, and term loans.

(5)Represents the U.S. Dollar equivalent as of March 31, 2023.

6460

III. Our Results of Operations

Operating Results

The following table sets forth information regarding our consolidated results of operations for the three months ended ~~June 30, 2022~~March 31, 2023 and ~~March~~December 31, 2022 ($ in thousands, except per share data):


		Three Months Ended				Change			Three Months Ended				Change
		June 30, 2022		March 31, 2022		$			March 31, 2023		December 31, 2022		$
Income from loans and other investments	Income from loans and other investments							Income from loans and other investments
Interest and related income	Interest and related income	$	283,687	$	234,432	$	49,255	Interest and related income	$	491,384	$	462,278	$	29,106
Less: Interest and related expenses	Less: Interest and related expenses	136,619		100,714		35,905		Less: Interest and related expenses	317,197		271,196		46,001
Income from loans and other investments, net	Income from loans and other investments, net	147,068		133,718		13,350		Income from loans and other investments, net	174,187		191,082		(16,895)
Other expenses	Other expenses							Other expenses
Management and incentive fees	Management and incentive fees	27,065		23,486		3,579		Management and incentive fees	31,050		33,830		(2,780)
General and administrative expenses	General and administrative expenses	12,409		12,360		49		General and administrative expenses	12,865		14,492		(1,627)
Total other expenses	Total other expenses	39,474		35,846		3,628		Total other expenses	43,915		48,322		(4,407)
(Increase) decrease in current expected credit loss reserve		(12,983)		2,537		(15,520)
Income before income taxes		94,611		100,409		(5,798)
Increase in current expected credit loss reserve								Increase in current expected credit loss reserve	(9,823)		(188,811)		178,988
Income (loss) before income taxes								Income (loss) before income taxes	120,449		(46,051)		166,500
Income tax provision	Income tax provision	746		146		600		Income tax provision	1,893		938		955
Net income		93,865		100,263		(6,398)
Net income (loss)								Net income (loss)	118,556		(46,989)		165,545
Net income attributable to non-controlling interests	Net income attributable to non-controlling interests	(615)		(576)		(39)		Net income attributable to non-controlling interests	(799)		(551)		(248)
Net income attributable to Blackstone Mortgage Trust, Inc.		$	93,250	$	99,687	$	(6,437)
Net income per share of common stock
Net income (loss) attributable to Blackstone Mortgage Trust, Inc.								Net income (loss) attributable to Blackstone Mortgage Trust, Inc.	$	117,757	$	(47,540)	$	165,297
Net income (loss) per share of common stock								Net income (loss) per share of common stock

Basic	Basic	$	0.55	$	0.59	$	(0.04)	Basic	$	0.68	$	(0.28)	$	0.96
Diluted	Diluted	$	0.54	$	0.58	$	(0.04)	Diluted	$	0.67	$	(0.28)	$	0.95

Weighted-average shares of common stock outstanding	Weighted-average shares of common stock outstanding							Weighted-average shares of common stock outstanding

Basic	Basic	170,665,601		169,254,059		1,411,542		Basic	172,598,349		171,604,533		993,816
Diluted	Diluted	185,009,805		175,602,905		9,406,900		Diluted	180,869,409		171,604,533		9,264,876

Dividends declared per share	Dividends declared per share	$	0.62	$	0.62	$	—	Dividends declared per share	$	0.62	$	0.62	$	—

Income from loans and other investments, net

Income from loans and other investments, net ~~increased $13.4~~decreased $16.9 million during the three months ended ~~June 30, 2022~~March 31, 2023 compared to the three months ended ~~March~~December 31, 2022. The ~~increase~~decrease was primarily due to (i) an increase in USD LIBOR, SOFR, SONIA, and other floating rate indices, (ii) an increase in the weighted-average principal balance of our loan portfolio by $1.5 billion for the three months ended June 30, 2022, as compared to the three months ended March 31, 2022, and (iii) an increasea decrease in prepayment fee ~~income. This was offset by~~income and (ii) a decline in interest income related to an ~~increase in~~additional four loans that are accounted for under the ~~weighted-average principal balance of our outstanding financing arrangements by $1.4 billion for the three months ended June 30, 2022, as compared to the three months ended March~~cost-recovery method effective December 31, 2022.

Other expenses

Other expenses include management and incentive fees payable to our Manager and general and administrative expenses. Other expenses ~~increased~~decreased by ~~$3.6~~$4.4 million during the three months ended ~~June 30,~~March 31, 2023 compared to the three months ended December 31, 2022 primarily due to a decrease of (i) $2.9 million of incentive fees payable to our Manager, primarily due to a decrease in Distributable Earnings, (ii) $1.2 million of general operating expenses, and (iii) non-cash restricted stock amortization of $464,000 related to shares awarded under our long-term incentive plans.

Changes in current expected credit loss reserve

During the three months ended March 31, 2023, we recorded a $9.8 million increase in the CECL reserve, as compared to a $188.8 million increase during the three months ended December 31, 2022. This CECL reserve reflects certain loans assessed for impairment in our portfolio, as well as macroeconomic conditions. See Notes 2 and 3 to our consolidated financial statements for further discussion of our CECL reserve.

Dividends per share

During the three months ended March 31, 2023, we declared aggregate dividends of $0.62 per share, or $106.8 million. During the three months ended December 31, 2022, we declared aggregate dividends of $0.62 per share, or $106.5 million.

The following table sets forth information regarding our consolidated results of operations for the three months ended March 31, 2023 and 2022 ($ in thousands, except per share data):


	Three Months Ended				Change
	March 31, 2023		March 31, 2022		$
Income from loans and other investments
Interest and related income	$	491,384	$	234,432	$	256,952
Less: Interest and related expenses	317,197		100,714		216,483
Income from loans and other investments, net	174,187		133,718		40,469
Other expenses
Management and incentive fees	31,050		23,486		7,564
General and administrative expenses	12,865		12,360		505
Total other expenses	43,915		35,846		8,069
(Increase) decrease in current expected credit loss reserve	(9,823)		2,537		(12,360)
Income before income taxes	120,449		100,409		20,040
Income tax provision	1,893		146		1,747
Net income	118,556		100,263		18,293
Net income attributable to non-controlling interests	(799)		(576)		(223)
Net income attributable to Blackstone Mortgage Trust, Inc.	$	117,757	$	99,687	$	18,070
Net income per share of common stock
Basic	$	0.68	$	0.59	$	0.09
Diluted	$	0.67	$	0.58	$	0.09
Weighted-average shares of common stock outstanding
Basic	172,598,349		169,254,059		3,344,290
Diluted	180,869,409		175,602,905		5,266,504
Dividends declared per share	$	0.62	$	0.62	$	—

Income from loans and other investments, net

Income from loans and other investments, net increased $40.5 million during the three months ended March 31, 2023 compared to the three months ended March 31, 2022. The increase was primarily due to (i) an increase in SOFR, USD LIBOR, SONIA, EURIBOR, and other floating rate indices during 2022 and 2023, and (ii) an increase in the weighted-average principal balance of our loan portfolio by $2.6 billion for the three months ended March 31, 2023, as compared to the three months ended March 31, 2022. This was offset by an increase in the weighted-average principal balance of our outstanding financing arrangements by $2.4 billion for the three months ended March 31, 2023, as compared to the three months ended March 31, 2022.

Other expenses

Other expenses increased by $8.1 million during the three months ended March 31, 2023 compared to the three months ended March 31, 2022 due to an increase of (i) ~~$3.4~~$7.1 million of incentive fees payable to our Manager, primarily due to an increase in Distributable Earnings, (ii) ~~$280,000~~$1.5 million of ~~other~~ general operating expenses, and (iii) ~~$152,000 of management fees payable to our Manager. This was offset by a decrease of non-cash restricted stock amortization of $231,000 related to shares awarded under our long-term incentive plans.~~

~~Changes in current expected credit loss reserve~~

During the three months ended June 30, 2022, we recorded a $13.0 million increase in the CECL reserve, as compared to a $2.5 million decrease during the three months ended March 31, 2022. See Notes 2 and 3 to our consolidated financial statements for further discussion of our CECL reserve.

~~Net income attributable to non-controlling interests~~

During the three months ended June 30, 2022 and March 31, 2022, we recorded $615,000 and $576,000, respectively, of net income attributable to non-controlling interests related to our Multifamily Joint Venture.

~~Dividends per share~~

During the three months ended June 30, 2022, we declared aggregate dividends of $0.62 per share, or $105.6 million. During the three months ended March 31, 2022, we declared aggregate dividends of $0.62 per share, or $105.6 million.

~~The following table sets forth information regarding our consolidated results of operations for the six months ended June 30, 2022 and June 30, 2021 ($ in thousands, except per share data):~~

Six Months Ended Change
June 30, 2022 June 30, 2021 $
Income from loans and other investments
Interest and related income $ 518,119 $ 383,827 $ 134,292
Less: Interest and related expenses 237,333 160,723 76,610
Income from loans and other investments, net 280,786 223,104 57,682
Other expenses
Management and incentive fees 50,551 40,752 9,799
General and administrative expenses 24,769 21,267 3,502
Total other expenses 75,320 62,019 13,301
(Increase) decrease in current expected credit loss reserve (10,446) 52,199 (62,645)
Income before income taxes 195,020 213,284 (18,264)
Income tax provision 892 276 616
Net income 194,128 213,008 (18,880)
Net income attributable to non-controlling interests (1,191) (1,511) 320
Net income attributable to Blackstone Mortgage Trust, Inc. $ 192,937 $ 211,497 $ (18,560)
Net income per share of common stock
Basic $ 1.14 $ 1.44 $ (0.30)
Diluted $ 1.12 $ 1.44 $ (0.32)
Weighted-average shares of common stock outstanding
Basic 169,963,730 147,339,895 22,623,835
Diluted 180,332,341 147,339,895 32,992,446
Dividends declared per share $ 1.24 $ 1.24 $ —

~~Income from loans and other investments, net~~

Income from loans and other investments, net increased $57.7 million during the six months ended June 30, 2022 compared to the six months ended June 30, 2021. The increase was primarily due to (i) an increase in USD LIBOR, SOFR, SONIA, and other floating rate indices during 2022 and (ii) an increase in the weighted-average principal balance of our loan portfolio by $6.4 billion for the six months ended June 30, 2022, as compared to the six months ended June 30, 2021. This was offset by an increase in the weighted-average principal balance of our outstanding financing arrangements by $5.6 billion for the six months ended June 30, 2022, as compared to the six months ended June 30, 2021.

~~Other expenses~~

Other expenses include management and incentive fees payable to our Manager and general and administrative expenses. Other expenses increased by $13.3 million during the six months ended June 30, 2022 compared to the six months ended June 30, 2021 due to an increase of (i) $5.1 million$483,000 of management fees payable to our Manager, primarily as a result of net proceeds received from the sale of shares of our class A common stock during ~~2021, (ii) $4.7 million of incentive fees payable to our Manager, primarily due to an increase~~2022. This was offset by a reduction in ~~Distributable Earnings, (iii) $2.5 million of other general operating expenses, and (iv) $961,000 of~~ non-cash restricted stock amortization of $1.0 million related to shares ~~issued~~awarded under our long-term incentive plans.

Changes in current expected credit loss reserve

During the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, we recorded a ~~$10.4~~$9.8 million increase in the CECL reserve, as compared to a ~~$52.2~~$2.5 million decrease during the ~~six~~three months ended ~~June 30, 2021. See Notes 2 and 3 to~~March 31, 2022. This CECL reserve reflects certain loans assessed for impairment in our ~~consolidated financial statements for further discussion of our CECL reserve.~~

~~Net income attributable to non-controlling interests~~

During the six months ended June 30, 2022 and June 30, 2021, we recorded $1.2 million and $1.5 million, respectively, of net income attributable to non-controlling interests related to our Multifamily Joint Venture.portfolio, as well as macroeconomic conditions.

Dividends per share

During the ~~six~~three months ended ~~June 30,~~March 31, 2023, we declared aggregate dividends of $0.62 per share, or $106.8 million. During the three months ended March 31, 2022, we declared aggregate dividends of ~~$1.24~~$0.62 per share, or ~~$211.2 million. During the six months ended June 30, 2021, we declared aggregate dividends of $1.24 per share, or $182.3~~$105.6 million.

IV. Liquidity and Capital Resources

Capitalization

We have capitalized our business to date primarily through the issuance and sale of shares of our class A common stock, corporate debt, and asset-level ~~financing.~~financings. As of ~~June 30, 2022,~~March 31, 2023, our capitalization structure included $~~4.6~~4.5 billion of common equity, ~~$2.8~~$2.9 billion of corporate debt, and ~~$19.4~~$19.5 billion of asset-level ~~financing.~~financings. Our ~~$2.8~~$2.9 billion of corporate debt includes ~~$1.8~~$2.2 billion of term loan borrowings, $400.0 million of senior secured notes, and ~~$520.0~~$300.0 million of convertible notes. Our ~~$19.4~~$19.5 billion of asset-level ~~financing~~financings includes ~~$13.9~~$14.1 billion of secured debt, ~~$2.9~~$2.7 billion of securitizations, and ~~$2.6~~$2.8 billion of asset-specific financings, all of which are structured to produce term, currency, and index matched funding with no margin call provisions based upon capital markets events.

As of ~~June 30, 2022,~~March 31, 2023, we have ~~$1.5~~$1.6 billion of liquidity that can be used to satisfy our short-term cash requirements and as working capital for our business.

See Notes 5, 6, 7, 8, 9, 10, and 11 to our consolidated financial statements for additional details regarding our secured debt, securitized debt obligations, asset-specific debt, loan participations sold, Term Loans, Senior Secured Notes, and Convertible Notes, respectively.

Debt-to-Equity Ratio and Total Leverage Ratio

The following table presents our debt-to-equity ratio and total leverage ratio:


	~~June 30, 2022~~March 31, 2023	December 31, ~~2021~~2022
Debt-to-equity ratios
Debt-to-equity ratio(1)	~~3.7x~~3.8x	~~3.2x~~3.8x
Adjusted debt-to-equity ratio(2)	3.5x	3.6x
Total leverage ratios
Total leverage ratio~~(2)~~(3)	~~4.7x~~4.8x	~~4.2x~~4.8x
Adjusted total leverage ratio(4)	4.5x	4.5x

(1)Represents, in each case at period end, (i) total outstanding secured debt, asset-specific debt, term loans, senior secured notes, and convertible notes, less cash, to (ii) total equity.

(2)Represents, in each case at period end, (i) total outstanding secured debt, asset-specific debt, term loans, senior secured notes, and convertible notes, less cash, to (ii) total equity, excluding our aggregate CECL reserve of $352.3 million and $342.5 million, as of March 31, 2023, and December 31, 2022, respectively.

(3)Represents, in each case at period ~~end.~~end, (i) total outstanding secured debt, securitizations, asset-specific financings, term loans, senior secured notes, and convertible notes, less cash, to (ii) total equity.

~~(2)~~(4)Represents, in each case at period end, (i) total outstanding secured debt, securitizations, asset-specific financings, term loans, senior secured notes, and convertible notes, less cash, to (ii) total equity, ~~in each case at period end.~~excluding our aggregate CECL reserve of $352.3 million and $342.5 million, as of March 31, 2023, and December 31, 2022, respectively.

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Sources of Liquidity

Our primary sources of liquidity include cash and cash equivalents, available borrowings under our secured debt facilities, and net receivables from servicers related to loan repayments, which are set forth in the following table ($ in thousands):


		June 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Cash and cash equivalents	Cash and cash equivalents	$	283,580	$	551,154	Cash and cash equivalents	$	515,808	$	291,340
Available borrowings under secured debt	Available borrowings under secured debt	1,034,824		754,900		Available borrowings under secured debt	1,027,556		1,536,638
Loan principal payments held by servicer, net(1)	Loan principal payments held by servicer, net(1)	189,909		17,528		Loan principal payments held by servicer, net(1)	19,756		7,425
		$	1,508,313	$	1,323,582		$	1,563,120	$	1,835,403

(1)Represents loan principal payments held by our third-party servicer as of the balance sheet date which were remitted to us during the subsequent remittance cycle, net of the related secured debt balance.

During the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, we generated cash flow from operating activities of ~~$183.6~~$110.2 million and received (i) ~~$2.1 billion of net proceeds from secured debt borrowings, (ii) $2.0 billion~~$562.1 million from loan principal collections and sales proceeds ~~(iii) $551.9 million of proceeds from asset-specific debt, (iv) $492.5~~and (ii) $425.8 million of net proceeds from secured term loan borrowings, (v) $294.0 million of net proceeds from the issuance of convertible notes, (vi) $245.3 million from the sale of a senior loan participation, and (vii) $52.2 million of net proceeds from the issuance of shares of class A common stock.debt borrowings. Furthermore, we are able to generate incremental liquidity through the replenishment provisions of certain of our CLOs, which allow us to replace a repaid loan in the CLO by increasing the principal amount of existing CLO collateral assets to maintain the aggregate amount of collateral assets in the CLO, and the related financing outstanding.

We have access to further liquidity through public offerings of debt and equity securities. To facilitate such offerings, in July ~~2019,~~2022, we filed a shelf registration statement with the SEC that is effective for a term of three years and expires ~~at the end of~~in July ~~2022.~~2025. The amount of securities to be issued pursuant to this shelf registration statement was not specified when it was filed and there is no specific dollar limit on the amount of securities we may issue. The securities covered by this registration statement include: (i) class A common stock; (ii) preferred stock; (iii) ~~debt securities; (iv)~~ depositary shares representing preferred stock; (iv) debt securities; (v) warrants; (vi) subscription rights; (vii) purchase contracts; and (viii) units consisting of one or more of such securities or any combination of these securities. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering.

We may also access liquidity through aour dividend reinvestment plan and direct stock purchase plan, under which ~~9,986,370~~9,980,171 shares of class A common stock were available for issuance as of ~~June 30, 2022,~~March 31, 2023, and our ~~at-the-market~~at the market stock offering program, pursuant to which we may sell, from time to time, up to ~~$300.9~~$480.9 million of additional shares of our class A common stock as of ~~June 30, 2022.~~March 31, 2023. Refer to Note 13 to our consolidated financial statements for additional details.

Liquidity Needs

In addition to our loan origination and funding activity and general operating expenses, our primary liquidity needs include interest and principal payments under our ~~$13.9~~$14.1 billion of outstanding borrowings under secured debt, our asset-specific debt, our Term Loans, our Senior Secured Notes, and our Convertible Notes. From time to time we may also repurchase our outstanding debt or shares of our class A common stock. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors. The amounts involved in any such purchase transactions, individually or in the aggregate, may be material.

As of ~~June 30, 2022,~~March 31, 2023, we had unfunded commitments of ~~$4.6~~$3.4 billion related to ~~125~~112 loans receivable and ~~$2.7~~$2.1 billion of committed or identified financing for those commitments resulting in net unfunded commitments of ~~$1.9~~$1.3 billion. The unfunded loan commitments comprise funding for capital expenditures and construction, leasing costs, and interest and carry costs, and their fundability varies depending on the progress of capital projects, leasing, and cash flows at the properties securing our loans. Therefore, the exact timing and amounts of such future loan fundings are uncertain and will depend on the current and future performance of the underlying collateral assets. We expect to fund our loan commitments over the remaining term of the related loans, which have a weighted-average future funding period of ~~3.9 years.~~3.0 years.

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Contractual Obligations and Commitments

Our contractual obligations and commitments as of ~~June 30, 2022~~March 31, 2023 were as follows ($ in thousands):


				Payment Timing											Payment Timing
		Total Obligation		Less Than 1 Year(1)		1 to 3 Years		3 to 5 Years		More Than 5 Years			Total Obligation		Less Than 1 Year(1)		1 to 3 Years		3 to 5 Years		More Than 5 Years
Unfunded loan commitments(2)	Unfunded loan commitments(2)	$	4,623,298	$	181,763	$	1,549,288	$	1,571,954	$	1,320,293	Unfunded loan commitments(2)	$	3,382,489	$	363,675	$	1,665,232	$	746,829	$	606,753
Principal repayments under secured debt(3)	Principal repayments under secured debt(3)	13,932,436		351,670		4,026,092		8,365,385		1,189,289		Principal repayments under secured debt(3)	14,051,435		766,634		5,106,597		7,330,396		847,808
Principal repayments under asset-specific debt(3)	Principal repayments under asset-specific debt(3)	870,684		—		439,800		363,586		67,298		Principal repayments under asset-specific debt(3)	822,873		—		676,520		32,299		114,054
Principal repayments of term loans(4)	Principal repayments of term loans(4)	1,842,401		18,738		37,477		1,311,186		475,000		Principal repayments of term loans(4)	2,151,719		21,997		43,994		1,307,398		778,330
Principal repayments of senior secured notes	Principal repayments of senior secured notes	400,000		—		—		400,000		—		Principal repayments of senior secured notes	400,000		—		—		400,000		—
Principal repayments of convertible notes(5)	Principal repayments of convertible notes(5)	520,000		220,000		—		300,000		—		Principal repayments of convertible notes(5)	300,000		—		—		300,000		—
Interest payments(3)(6)	Interest payments(3)(6)	2,114,794		585,381		952,744		506,129		70,540		Interest payments(3)(6)	3,655,393		1,145,555		1,756,265		611,826		141,747
Total(7)	Total(7)	$	24,303,613	$	1,357,552	$	7,005,401	$	12,818,240	$	3,122,420	Total(7)	$	24,763,909	$	2,297,861	$	9,248,608	$	10,728,748	$	2,488,692

(1)Represents known and estimated short-term cash requirements related to our contractual obligations and commitments. Refer to the sources of liquidity section above for our sources of funds to satisfy our short-term cash requirements.

(2)The allocation of our unfunded loan commitments is based on the earlier of the commitment expiration date or the final loan maturity date, however we may be obligated to fund these commitments earlier than such date.

(3)~~The allocation of repayments under our~~Our secured debt and asset-specific debt ~~for~~agreements are generally term-matched to their underlying collateral. Therefore, the allocation of both principal and interest payments under such agreements is generally allocated based on ~~the earlier of (i) the maturity date of each agreement, or (ii)~~ the maximum maturity date of the collateral loans, assuming all extension options are exercised by the borrower. In limited instances, the maturity date of the respective debt agreement is used.

(4)The Term Loans are partially amortizing, with an amount equal to 1.0% per annum of the initial principal balance due in quarterly installments. Refer to Note 9 for further details on our term loans.

(5)Reflects the outstanding principal balance of convertible notes, excluding any potential conversion premium. Refer to Note 11 to our consolidated financial statements for further details on our convertible notes.

(6)Represents interest payments on our secured debt, asset-specific debt, term loans, senior secured notes, and convertible notes. Future interest payment obligations are estimated assuming the interest rates in effect as of ~~June 30, 2022~~March 31, 2023 will remain constant into the future. This is only an estimate as actual amounts borrowed and interest rates will vary over time.

(7)Total does not include ~~$2.9~~$2.7 billion of consolidated securitized debt obligations, ~~$1.5~~$1.7 billion of non-consolidated senior interests, and ~~$226.5~~$229.5 million of loan participations sold, as the satisfaction of these liabilities will not require cash outlays from us.

We are also required to settle our foreign exchange derivatives with our derivative counterparties upon maturity which, depending on exchange rate movements, may result in cash received from or due to the respective counterparty. The table above does not include these amounts as they are not fixed and determinable. Refer to Note 12 to our consolidated financial statements for details regarding our derivative contracts.

We are required to pay our Manager a base management fee, an incentive fee, and reimbursements for certain expenses pursuant to our Management Agreement. The table above does not include the amounts payable to our Manager under our Management Agreement as they are not fixed and determinable. Refer to Note 14 to our consolidated financial statements for additional terms and details of the fees payable under our Management Agreement.

As a REIT, we generally must distribute substantially all of our net taxable income to stockholders in the form of dividends to comply with the REIT provisions of the Internal Revenue Code. Our taxable income does not necessarily equal our net income as calculated in accordance with GAAP, or our Distributable Earnings as described above.

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Cash Flows

The following table provides a breakdown of the net change in our cash and cash equivalents ($ in thousands):

Six Months Ended June 30,
2022 2021
Cash flows provided by operating activities $ 183,596 $ 165,373
Cash flows used in investing activities (3,404,456) (924,972)
Cash flows provided by financing activities 2,964,231 806,118
Net (decrease) increase in cash and cash equivalents $ (256,629) $ 46,519



	Three Months Ended March 31,
	2023		2022
Cash flows provided by operating activities	$	110,173	$	90,098
Cash flows provided by (used in) investing activities	156,531		(1,688,750)
Cash flows (used in) provided by financing activities	(43,725)		1,360,093
Net increase (decrease) in cash and cash equivalents	$	222,979	$	(238,559)

We experienced a net ~~decrease~~increase in cash and cash equivalents of ~~$256.6~~$223.0 million for the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, compared to a net ~~increase~~decrease of ~~$46.5~~$238.6 million for the ~~six~~three months ended ~~June 30, 2021.~~March 31, 2022. During the ~~six~~three months ended June 30, 2022, we (i) funded $5.6 billion of loans, (ii) repaid $402.5 million of convertible notes, and (iii) paid $209.8 million of dividends on our class A common stock. During the six months ended June 30, 2022,March 31, 2023, we received (i) ~~$2.1 billion of net proceeds from secured debt borrowings, (ii) $2.0 billion~~$562.1 million from loan principal collections and sales proceeds ~~(iii) $551.9 million of proceeds from asset-specific debt, (iv) $492.5~~and (ii) $425.8 million of net proceeds from secured ~~term loan borrowings, (v) $294.0~~debt borrowings. During the three months ended March 31, 2023, we (i) funded $369.8 million of ~~net proceeds from the issuance~~loans, (ii) repaid $220.0 million of convertible notes, ~~(vi) $245.3 million from the sale of~~(iii) repaid a ~~senior loan participation, and (vii) $52.2~~net $127.8 million of ~~net proceeds from the issuance~~asset-specific debt, and (iv) paid $106.5 million of ~~shares of~~dividends on our class A common stock.

Refer to Note 3 to our consolidated financial statements for further discussion of our loan activity. Refer to Notes 5, 7, ~~8, 9,~~ 11, and 13 to our consolidated financial statements for additional discussion of our secured debt, asset-specific debt, ~~loan participations sold, term loans,~~ convertible notes, and equity, respectively.

V. Other Items

Income Taxes

We have elected to be taxed as a REIT under the Internal Revenue Code for U.S. federal income tax purposes. We generally must distribute annually at least 90% of our net taxable income, subject to certain adjustments and excluding any net capital gain, in order for U.S. federal income tax not to apply to our ~~earnings that we distribute.~~earnings. To the extent that we satisfy this distribution requirement, but distribute less than 100% of our net taxable income, we will be subject to U.S. federal income tax on our undistributed taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay out to our stockholders in a calendar year is less than a minimum amount specified under U.S. federal tax laws.

Our qualification as a REIT also depends on our ability to meet various other requirements imposed by the Internal Revenue Code, which relate to organizational structure, diversity of stock ownership, and certain restrictions with regard to the nature of our assets and the sources of our income. Even if we qualify as a REIT, we may be subject to certain U.S. federal income and excise taxes and state and local taxes on our income and assets. If we fail to maintain our qualification as a REIT for any taxable year, we may be subject to material penalties as well as federal, state and local income tax on our taxable income at regular corporate rates and we would not be able to qualify as a REIT for the subsequent four full taxable years. As of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, we were in compliance with all REIT requirements.

Furthermore, our taxable REIT subsidiaries ~~or TRSs,~~ are subject to federal, state, and local income tax on their net taxable income. Refer to Note 15 to our consolidated financial statements for additional discussion of our income taxes.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with GAAP. There have been no material changes to our Critical Accounting Policies described in our ~~annual report~~Annual Report on Form 10-K filed with the SEC on February ~~9, 2022.~~

8, 2023.

Current Expected Credit Losses

Standards Board Staff Q&A Topic 326, No. 1. Estimating the CECL reserve requires judgment, including the following assumptions:

•Historical loan loss reference data: To estimate the historic loan losses relevant to our portfolio, we have augmented our historical loan performance with market loan loss data licensed from Trepp LLC. This database includes commercial mortgage-backed securities, or CMBS, issued since January 1, 1999 through ~~May 31, 2022.~~February 28, 2023. Within this database, we focused our historical loss reference calculations on the most relevant subset of available CMBS data, which we determined based on loan metrics that are most comparable to our loan portfolio including asset type, geography, and origination loan-to-value, or LTV. We believe this CMBS data, which includes month-over-month loan and property performance, is the most relevant, available, and comparable dataset to our portfolio.

•Expected timing and amount of future loan fundings and repayments: Expected credit losses are estimated over the contractual term of each loan, adjusted for expected prepayments. As part of our quarterly review of our loan portfolio, we assess the expected repayment date of each loan, which is used to determine the contractual term for purposes of computing our CECL reserve. Additionally, the expected credit losses over the contractual period of our loans are subject to the obligation to extend credit through our unfunded loan commitments. The CECL reserve for unfunded loan commitments is adjusted quarterly, as we consider the expected timing of future funding obligations over the estimated life of the loan. The considerations in estimating our CECL reserve for unfunded loan commitments are similar to those used for the related outstanding ~~loan receivables.~~loans receivable.

•Current credit quality of our portfolio: Our risk rating is our primary credit quality indicator in assessing our current expected credit loss reserve. We perform a quarterly risk review of our portfolio of loans, and assigns each loan a risk rating based on a variety of factors, including, without limitation, LTV, debt yield, property type, geographic and local market dynamics, physical condition, cash flow volatility, leasing and tenant profile, loan structure and exit plan, and project sponsorship.

•Expectations of performance and market conditions: Our CECL reserve is adjusted to reflect our estimation of the current and future economic conditions that impact the performance of the commercial real estate assets securing our loans. These estimations include unemployment rates, interest rates, inflation, and other macroeconomic factors impacting the likelihood and magnitude of potential credit losses for our loans during their anticipated term. In addition to the CMBS data we have licensed from Trepp LLC, we have also licensed certain macroeconomic financial forecasts to inform our view of the potential future impact that broader economic conditions may have on our loan portfolio’s performance. ~~These estimations require~~We may also incorporate information from other sources, including information and opinions available to our Manager, to further inform these estimations. This process requires significant judgments about future events that, while based on the information available to us as of the balance sheet date, are ultimately indeterminate and the actual economic condition impacting our portfolio could vary significantly from the estimates we made as of ~~June 30, 2022.~~March 31, 2023.

•Impairment: impairment is indicated when it is deemed probable that we will not be able to collect all amounts due to us pursuant to the contractual terms of the loan. Determining that a loan is impaired requires significant judgment from management and is based on several factors including (i) the underlying collateral performance, (ii) discussions with the borrower, (iii) borrower events of default, and (iv) other facts that impact the borrower’s ability to pay the contractual amounts due under the terms of the loan. If a loan is determined to be impaired, we record the impairment as a component of our CECL reserve by applying the practical expedient for collateral dependent loans. The CECL reserve is assessed on an individual basis for these loans by comparing the estimated fair value of the underlying collateral, less costs to sell, to the book value of the respective loan. These valuations require significant judgments, which include assumptions regarding capitalization rates, discount rates, leasing, creditworthiness of major tenants, occupancy rates, availability and cost of financing, exit plan, loan sponsorship, actions of other lenders, and other factors deemed relevant by us. Actual losses, if any, could ultimately differ materially from these estimates. We only expect to realize the impairment losses if and when such amounts are deemed nonrecoverable upon a realization event. This is generally at the time a loan is repaid, or in the case of foreclosure, when the underlying asset is sold, but non-recoverability may also be concluded if, in our determination, it is nearly certain that all amounts due will not be collected.

These assumptions vary from quarter to quarter as our loan portfolio changes and market and economic conditions evolve. The sensitivity of each assumption and its impact on the CECL reserve may change over time and from period to period. During the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, we recorded an aggregate ~~$13.0~~$9.8 million increase in the CECL reserve related to our loans receivable ~~debt securities,~~ and unfunded loan commitments, bringing our total reserve to ~~$141.5~~$352.3 million as of ~~June 30, 2022.~~March 31, 2023. See Notes 2 and 3 to our consolidated financial statements for further discussion of our CECL reserve.

Revenue Recognition

7268

VI. Loan Portfolio Details

The following table provides details of our loan portfolio, on a loan-by-loan basis, as of ~~June 30, 2022~~March 31, 2023 ($ in millions):


		Loan Type(1)	Origination Date(2)	Total Loan(3)(4)		Principal Balance(4)		Net Book Value		Cash Coupon(5)		All-in Yield(5)		Maximum Maturity(6)	Location	Property Type	Loan Per SQFT / Unit / Key	Origination LTV(2)		Risk Rating		Loan Type(1)	Origination Date(2)	Total Loan(3)(4)		Principal Balance(4)		Net Book Value		Cash Coupon(5)		All-in Yield(5)		Maximum Maturity(6)	Location	Property Type	Loan Per SQFT / Unit / Key	Origination LTV(2)		Risk Rating
1	1	Senior Loan	8/14/2019	$	1,141	$	1,040	$	1,036	+2.59	%	+3.22	%	12/23/2024	Dublin - IE	Office	$381 / sqft	74	%	2	1	Senior Loan	8/14/2019	$	1,148	$	1,037	$	1,033	+3.05	%	+3.78	%	12/23/2024	Dublin - IE	Mixed-Use	$353 / sqft	74	%	2
2	2	Senior Loan	6/24/2022	913		913		904		+4.75	%	+5.07	%	6/21/2029	Diversified - AU	Hospitality	$416 / sqft	59	%	3	2	Senior Loan	4/9/2018	1,487		981		977		+4.41	%	+5.65	%	6/9/2025	New York	Office	$524 / sqft	48	%	2
3	3	Senior Loan	4/9/2018	1,487		702		692		+4.81	%	+5.68	%	6/9/2025	New York	Office	$525 / sqft	48	%	2	3	Senior Loan	6/24/2022	884		884		877		+4.75	%	+5.07	%	6/21/2029	Diversified - AU	Hospitality	$402 / sqft	59	%	3
4	4	Senior Loan(4)	12/9/2021	770		685		393		+2.65	%	+2.82	%	12/9/2026	New York	Mixed-Use	$226 / sqft	50	%	2	4	Senior Loan(4)	12/9/2021	770		712		409		+2.65	%	+2.82	%	12/9/2026	New York	Mixed-Use	$214 / sqft	50	%	2
5	5	Senior Loan	3/22/2018	683		683		682		+3.25	%	+3.31	%	3/15/2026	Diversified - Spain	Mixed-Use	n / a	71	%	4	5	Senior Loan(4)	8/7/2019	746		685		138		+3.12	%	+3.61	%	9/9/2025	Los Angeles	Office	$463 / sqft	59	%	2
6	6	Senior Loan(4)	8/7/2019	746		593		119		+3.12	%	+3.60	%	9/9/2025	Los Angeles	Office	$401 / sqft	59	%	3	6	Senior Loan	3/22/2018	646		646		645		+3.25	%	+3.31	%	3/15/2026	Diversified - Spain	Mixed-Use	n / a	71	%	4
7	7	Senior Loan	3/30/2021	486		486		482		+3.20	%	+3.41	%	5/15/2026	Diversified - SE	Industrial	$90 / sqft	76	%	2	7	Senior Loan	3/30/2021	478		478		475		+3.20	%	+3.41	%	5/15/2026	Diversified - SE	Industrial	$89 / sqft	76	%	2
8	8	Senior Loan(4)	12/17/2021	448		440		88		+3.95	%	+4.35	%	1/9/2026	Diversified - US	Other	$13,716 / unit	61	%	3	8	Senior Loan(4)	12/17/2021	448		440		88		+3.95	%	+4.35	%	1/9/2026	Diversified - US	Other	$13,716 / unit	61	%	2
9	9	Senior Loan	8/22/2018	363		363		363		+3.15	%	+3.28	%	8/9/2023	Maui	Hospitality	$471,391 / key	61	%	2	9	Senior Loan	7/23/2021	500		425		420		+4.00	%	+4.45	%	8/9/2027	New York	Multi	$569,804 / unit	58	%	3
10	10	Senior Loan	7/23/2021	500		348		343		+4.00	%	+4.44	%	8/9/2027	New York	Multi	$467,033 / unit	58	%	3	10	Senior Loan	8/22/2018	363		363		363		+3.42	%	+3.42	%	8/9/2023	Maui	Hospitality	$471,391 / key	61	%	1
11	11	Senior Loan	4/11/2018	355		345		344		+2.85	%	+3.10	%	5/1/2023	New York	Office	$437 / sqft	71	%	3	11	Senior Loan(4)	11/22/2019	470		361		72		+3.70	%	+4.17	%	12/9/2025	Los Angeles	Office	$662 / sqft	69	%	3
12	12	Senior Loan(4)	11/22/2019	470		328		65		+3.70	%	+4.17	%	12/9/2025	Los Angeles	Office	$328 / sqft	69	%	3	12	Senior Loan	9/23/2019	379		351		350		+3.00	%	+3.23	%	8/15/2024	Diversified - Spain	Hospitality	$124,697 / key	62	%	4
13	13	Senior Loan	9/23/2019	367		328		326		+3.00	%	+3.22	%	11/15/2024	Diversified - Spain	Hospitality	$179,097 / key	62	%	4	13	Senior Loan	4/11/2018	355		345		344		+2.85	%	+3.10	%	5/1/2023	New York	Office	$437 / sqft	71	%	4
14	14	Senior Loan	10/25/2021	311		311		308		+4.30	%	+4.62	%	10/25/2024	Diversified - AU	Hospitality	$153,098 / key	56	%	3	14	Senior Loan	10/25/2021	301		301		299		+4.00	%	+4.32	%	10/25/2024	Diversified - AU	Hospitality	$148,263 / key	56	%	2
15	15	Senior Loan	5/6/2022	305		305		302		+3.50	%	+3.79	%	5/6/2027	Diversified - UK	Industrial	$95 / sqft	53	%	3	15	Senior Loan	2/27/2020	303		302		301		+2.70	%	+2.94	%	3/9/2025	New York	Multi	$795,074 / unit	59	%	3
16	16	Senior Loan	2/27/2020	303		302		301		+2.70	%	+3.04	%	3/9/2025	New York	Multi	$948 / sqft	59	%	2	16	Senior Loan	5/6/2022	301		301		299		+3.50	%	+3.79	%	5/6/2027	Diversified - UK	Industrial	$95 / sqft	53	%	2
17	17	Senior Loan	1/11/2019	292		292		291		+4.35	%	+4.70	%	1/11/2026	Diversified - UK	Other	$289 / sqft	74	%	4	17	Senior Loan	1/11/2019	296		296		296		+4.40	%	+4.75	%	1/11/2026	Diversified - UK	Other	$293 / sqft	74	%	4
18	18	Senior Loan	11/30/2018	286		286		285		n/m(7)	%	n/m(7)	%	8/9/2025	New York	Hospitality	$306,870 / key	73	%	5	18	Senior Loan	9/29/2021	312		289		287		+2.81	%	+3.03	%	10/9/2026	Washington, DC	Office	$377 / sqft	66	%	2
19	19	Senior Loan	3/25/2022	283		283		281		+4.50	%	+4.86	%	3/25/2027	Diversified - UK	Hospitality	$129,257 / key	65	%	3	19	Senior Loan	11/30/2018	276		276		275		+2.43	%	+2.43	%	8/9/2025	New York	Hospitality	$296,217 / key	73	%	5
20	20	Senior Loan	12/11/2018	310		279		279		+2.55	%	+2.77	%	12/9/2023	Chicago	Office	$235 / sqft	78	%	3	20	Senior Loan	12/11/2018	310		286		287		+2.55	%	+3.24	%	12/9/2023	Chicago	Office	$241 / sqft	78	%	4
21	21	Senior Loan	10/23/2018	290		278		278		+2.80	%	+3.04	%	11/9/2024	Atlanta	Office	$259 / sqft	64	%	2	21	Senior Loan	3/25/2022	287		287		285		+4.50	%	+4.86	%	3/25/2027	Diversified - UK	Hospitality	$126,471 / key	65	%	3
22	22	Senior Loan	9/29/2021	312		272		270		+2.70	%	+2.92	%	10/9/2026	Washington, DC	Office	$355 / sqft	66	%	2	22	Senior Loan	10/23/2018	290		281		281		+2.86	%	+3.01	%	11/9/2024	Atlanta	Mixed-Use	$262 / sqft	64	%	2
23	23	Senior Loan	9/30/2021	280		267		266		+2.50	%	+2.77	%	9/30/2026	Dallas	Multi	$141,128 / unit	74	%	3	23	Senior Loan	9/30/2021	280		274		273		+2.61	%	+2.88	%	9/30/2026	Dallas	Multi	$144,577 / unit	74	%	3
24	24	Senior Loan	4/26/2021	264		264		262		+2.45	%	+2.63	%	5/9/2026	Diversified - US	Multi	$156,393 / unit	75	%	3	24	Senior Loan	4/26/2021	264		264		263		+2.56	%	+2.75	%	5/9/2026	Diversified - US	Multi	$156,393 / unit	75	%	3
25	25	Senior Loan	11/30/2018	262		257		256		+2.80	%	+3.03	%	12/9/2024	San Francisco	Hospitality	$373,895 / key	73	%	4	25	Senior Loan	11/30/2018	261		261		261		+2.80	%	+3.04	%	12/9/2024	San Francisco	Hospitality	$380,626 / key	73	%	4
26	26	Senior Loan	9/14/2021	259		253		252		+2.50	%	+2.76	%	9/14/2026	Dallas	Multi	$204,908 / unit	72	%	3	26	Senior Loan	7/15/2021	306		268		265		+4.25	%	+4.69	%	7/16/2026	Diversified - EUR	Hospitality	$205,172 / key	53	%	3
27	27	Senior Loan	7/15/2021	299		247		244		+4.25	%	+4.73	%	7/15/2026	Diversified - EUR	Hospitality	$189,099 / key	53	%	3	27	Senior Loan	9/14/2021	259		255		254		+2.61	%	+2.87	%	9/14/2026	Dallas	Multi	$206,610 / unit	72	%	3
28	28	Senior Loan	4/29/2022	228		228		226		+3.45	%	+3.68	%	3/3/2027	Diversified - UK	Hospitality	n / a	41	%	3	28	Senior Loan	9/16/2021	247		235		235		+3.80	%	+4.51	%	4/9/2024	San Francisco	Office	$285 / sqft	53	%	4
29	29	Senior Loan	2/23/2022	245		227		225		+2.60	%	+2.84	%	3/9/2027	Reno	Multi	$210,655 / unit	74	%	3	29	Senior Loan	6/8/2022	272		246		244		+3.65	%	+4.01	%	6/9/2027	New York	Office	$1,379 / sqft	75	%	3
30	30	Senior Loan	9/16/2021	247		220		219		+3.80	%	+4.49	%	4/9/2024	San Francisco	Office	$277 / sqft	53	%	3	30	Senior Loan	2/23/2022	245		230		229		+2.60	%	+2.84	%	3/9/2027	Reno	Multi	$213,831 / unit	74	%	3

continued…


	Loan Type(1)	Origination Date(2)	Total Loan(3)(4)		Principal Balance(4)		Net Book Value		Cash Coupon(5)		All-in Yield(5)		Maximum Maturity(6)	Location	Property Type	Loan Per SQFT / Unit / Key	Origination LTV(2)		Risk Rating
31	Senior Loan	4/23/2021	$	216	$	206	$	206	+3.65	%	+3.65	%	5/9/2024	Washington, DC	Office	$230 / sqft	57	%	5
32	Senior Loan	7/16/2021	225		210		208		+3.25	%	+3.51	%	2/15/2027	London - UK	Multi	$232,881 / unit	69	%	3
33	Senior Loan	8/31/2017	200		200		200		+2.50	%	+2.50	%	9/9/2023	Orange County	Office	$235 / sqft	64	%	5
34	Senior Loan	6/28/2019	202		202		202		+3.82	%	+4.49	%	6/26/2024	London - UK	Office	$487 / sqft	71	%	3
35	Senior Loan	6/27/2019	208		199		199		+2.80	%	+2.80	%	8/15/2026	Berlin - DEU	Office	$428 / sqft	62	%	3
36	Senior Loan	9/30/2021	195		195		194		+3.75	%	+4.10	%	10/9/2026	Boca Raton	Multi	$532,787 / unit	77	%	3
37	Senior Loan	12/22/2016	199		192		193		+2.00	%	+2.00	%	12/9/2023	New York	Office	$284 / sqft	64	%	5
38	Senior Loan	9/30/2021	186		136		135		+4.00	%	+4.51	%	9/30/2026	Diversified - Spain	Hospitality	$117,540 / key	60	%	3
39	Senior Loan	6/4/2018	183		183		183		+3.50	%	+3.76	%	6/9/2024	New York	Hospitality	$301,071 / key	52	%	4
40	Senior Loan	9/30/2021	256		182		180		+3.00	%	+3.35	%	10/9/2028	Chicago	Office	$201 / sqft	74	%	3
41	Senior Loan	9/25/2019	182		182		181		+4.47	%	+4.99	%	9/26/2024	London - UK	Office	$846 / sqft	72	%	3
42	Senior Loan	2/15/2022	191		178		177		+2.90	%	+3.14	%	3/9/2027	Denver	Office	$348 / sqft	61	%	3
43	Senior Loan	11/23/2018	181		181		180		+2.68	%	+2.92	%	2/15/2024	Diversified - UK	Office	$1,115 / sqft	50	%	3
44	Senior Loan	12/21/2021	186		180		179		+2.82	%	+3.11	%	4/29/2027	London - UK	Industrial	$365 / sqft	67	%	3
45	Senior Loan	7/23/2021	244		176		174		+5.00	%	+5.41	%	8/9/2027	New York	Office	$569 / sqft	53	%	4
46	Senior Loan	12/17/2021	168		165		164		+3.95	%	+4.33	%	1/9/2026	Diversified - US	Other	$5,601 / unit	48	%	1
47	Senior Loan	3/9/2022	167		167		165		+2.95	%	+3.17	%	8/15/2027	Various	Retail	$142 / sqft	55	%	2
48	Senior Loan	1/27/2022	178		169		168		+3.10	%	+3.40	%	2/9/2027	Dallas	Multi	$110,636 / unit	71	%	3
49	Senior Loan	7/29/2022	271		186		182		+4.60	%	+5.65	%	7/27/2027	London - UK	Industrial	$240 / sqft	52	%	3
50	Senior Loan	5/27/2021	205		160		159		+2.81	%	+3.11	%	6/9/2026	Atlanta	Office	$135 / sqft	66	%	3
51	Senior Loan	10/7/2021	165		160		160		+3.25	%	+3.58	%	10/9/2025	Los Angeles	Office	$326 / sqft	68	%	3
52	Senior Loan	5/13/2021	199		156		156		+3.66	%	+4.10	%	6/9/2026	Boston	Life Sciences	$793 / sqft	64	%	3
53	Senior Loan	3/7/2022	156		156		156		+3.45	%	+3.63	%	6/9/2026	Los Angeles	Hospitality	$624,000 / key	64	%	3
54	Senior Loan	8/24/2021	179		156		155		+3.21	%	+3.52	%	9/9/2026	San Jose	Office	$372 / sqft	65	%	3
55	Senior Loan	9/4/2018	163		150		149		+4.25	%	+4.50	%	9/9/2024	Las Vegas	Hospitality	$181,054 / key	70	%	3
56	Senior Loan	1/7/2022	155		150		149		+3.70	%	+3.97	%	1/9/2027	Fort Lauderdale	Office	$387 / sqft	55	%	1
57	Senior Loan	1/17/2020	203		148		148		+2.86	%	+3.00	%	2/9/2025	New York	Mixed-Use	$122 / sqft	43	%	3
58	Senior Loan	11/18/2021	139		139		139		+3.25	%	+3.51	%	11/18/2026	London - UK	Other	$175 / sqft	65	%	2
59	Senior Loan	12/20/2019	139		139		138		+3.22	%	+3.44	%	12/18/2026	London - UK	Office	$703 / sqft	75	%	3
60	Senior Loan	2/25/2022	137		137		136		+4.05	%	+4.43	%	2/25/2027	Copenhagen - DK	Industrial	$78 / sqft	69	%	2

continued…


	Loan Type(1)	Origination Date(2)	Total Loan(3)(4)		Principal Balance(4)		Net Book Value		Cash Coupon(5)		All-in Yield(5)		Maximum Maturity(6)	Location	Property Type	Loan Per SQFT / Unit / Key	Origination LTV(2)		Risk Rating
61	Senior Loan	3/10/2020	$	140	$	140	$	140	+3.10	%	+3.10	%	10/11/2024	New York	Mixed-Use	$854 / sqft	53	%	4
62	Senior Loan	6/30/2022	127		127		127		+3.75	%	+3.93	%	9/30/2025	Canberra - AU	Hospitality	$246,631 / key	60	%	2
63	Senior Loan	9/14/2021	132		128		128		+2.81	%	+3.07	%	10/9/2026	San Bernardino	Multi	$258,709 / unit	75	%	3
64	Senior Loan	6/28/2022	675		143		136		+4.60	%	+5.06	%	7/9/2029	Austin	Mixed-Use	$118 / sqft	53	%	3
65	Senior Loan	3/28/2022	150		127		126		+3.05	%	+3.35	%	4/9/2027	Miami	Office	$345 / sqft	69	%	3
66	Senior Loan	4/3/2018	126		125		125		+2.86	%	+3.03	%	4/9/2024	Dallas	Retail	$761 / sqft	64	%	3
67	Senior Loan	4/6/2021	123		121		121		+3.20	%	+3.52	%	4/9/2026	Los Angeles	Office	$503 / sqft	65	%	3
68	Senior Loan	6/1/2021	120		120		120		+2.96	%	+3.17	%	6/9/2026	Miami	Multi	$298,507 / unit	61	%	2
69	Senior Loan	4/29/2022	118		118		117		+3.50	%	+3.77	%	2/18/2027	Napa Valley	Hospitality	$1,240,799 / key	66	%	2
70	Senior Loan	3/29/2021	126		121		120		+4.02	%	+4.61	%	3/29/2026	Diversified - UK	Multi	$52,836 / unit	61	%	3
71	Senior Loan	5/20/2021	150		120		120		+3.76	%	+4.19	%	6/9/2026	San Jose	Office	$308 / sqft	65	%	4
72	Senior Loan	6/28/2019	125		117		117		+2.87	%	+3.13	%	2/1/2024	Los Angeles	Studio	$591 / sqft	48	%	3
73	Senior Loan	7/15/2019	138		117		116		+3.01	%	+3.43	%	8/9/2024	Houston	Office	$211 / sqft	58	%	3
74	Senior Loan	8/27/2021	122		116		116		+3.00	%	+3.29	%	9/9/2026	San Diego	Retail	$438 / sqft	58	%	3
75	Senior Loan	10/21/2021	114		114		114		+3.01	%	+3.26	%	11/9/2025	Fort Lauderdale	Multi	$334,311 / unit	64	%	2
76	Senior Loan	2/20/2019	167		122		122		+4.07	%	+4.65	%	2/19/2024	London - UK	Office	$600 / sqft	61	%	3
77	Senior Loan	12/21/2021	120		113		112		+2.70	%	+3.00	%	1/9/2027	Washington, DC	Office	$386 / sqft	68	%	3
78	Senior Loan	3/17/2022	268		126		124		+3.87	%	+5.00	%	6/30/2025	London - UK	Office	$565 / sqft	62	%	3
79	Senior Loan	3/13/2018	123		108		108		+3.00	%	+3.27	%	4/9/2027	Honolulu	Hospitality	$167,020 / key	50	%	3
80	Senior Loan	11/8/2022	109		109		108		+3.88	%	+4.53	%	11/8/2027	London - UK	Multi	$169,538 / unit	60	%	2
81	Senior Loan	11/27/2019	109		107		106		+2.86	%	+3.20	%	12/9/2024	Minneapolis	Office	$107 / sqft	64	%	3
82	Senior Loan	2/15/2022	106		104		104		+2.85	%	+3.19	%	3/9/2027	Tampa	Multi	$239,257 / unit	73	%	3
83	Senior Loan(4)	11/10/2021	362		146		29		+4.00	%	+4.76	%	12/9/2026	San Francisco	Life Sciences	$277 / sqft	66	%	3
84	Senior Loan	12/29/2021	110		103		103		+2.85	%	+3.06	%	1/9/2027	Phoenix	Multi	$177,670 / unit	64	%	3
85	Senior Loan	3/29/2022	103		101		100		+2.70	%	+2.96	%	4/9/2027	Miami	Multi	$281,192 / unit	75	%	3
86	Senior Loan	7/1/2021	104		99		99		+3.10	%	+3.35	%	7/9/2026	Diversified - US	Retail	$281 / sqft	61	%	2
87	Senior Loan	10/1/2021	101		99		99		+2.86	%	+3.13	%	10/1/2026	Phoenix	Multi	$230,081 / unit	77	%	3
88	Senior Loan	6/18/2021	99		99		98		+2.71	%	+2.95	%	7/9/2026	New York	Industrial	$51 / sqft	55	%	1
89	Senior Loan	12/15/2021	147		106		105		+3.47	%	+4.52	%	12/9/2026	Dublin - IE	Multi	$266,711 / unit	79	%	3
90	Senior Loan	12/10/2021	135		102		102		+3.11	%	+3.46	%	1/9/2027	Miami	Office	$342 / sqft	49	%	3

continued…


	Loan Type(1)	Origination Date(2)	Total Loan(3)(4)		Principal Balance(4)		Net Book Value		Cash Coupon(5)		All-in Yield(5)		Maximum Maturity(6)	Location	Property Type	Loan Per SQFT / Unit / Key	Origination LTV(2)		Risk Rating
91	Senior Loan	3/28/2019	$	97	$	97	$	97	+4.36	%	+4.36	%	1/9/2024	New York	Hospitality	$249,463 / key	63	%	3
92	Senior Loan	10/28/2021	96		96		95		+3.00	%	+3.35	%	11/9/2026	Philadelphia	Multi	$353,704 / unit	79	%	3
93	Senior Loan	3/25/2020	96		96		96		+2.40	%	+2.58	%	3/31/2025	Diversified - NL	Multi	$117,556 / unit	65	%	2
94	Senior Loan	6/14/2021	100		93		93		+3.81	%	+4.16	%	7/9/2024	Miami	Office	$196 / sqft	65	%	3
95	Senior Loan	10/27/2021	93		93		92		+2.61	%	+2.81	%	11/9/2026	Orlando	Multi	$155,612 / unit	75	%	3
96	Senior Loan	3/3/2022	92		92		92		+3.45	%	+3.76	%	3/9/2027	Boston	Hospitality	$418,182 / key	64	%	3
97	Senior Loan	12/21/2018	98		91		91		+2.71	%	+2.95	%	1/9/2024	Chicago	Office	$177 / sqft	72	%	3
98	Senior Loan	12/22/2021	91		91		90		+3.18	%	+3.44	%	1/9/2027	Las Vegas	Multi	$205,682 / unit	65	%	3
99	Senior Loan	10/16/2018	100		91		91		+3.36	%	+4.05	%	11/9/2024	San Francisco	Hospitality	$197,536 / key	72	%	4
100	Senior Loan	12/15/2021	91		89		89		+2.96	%	+3.22	%	1/9/2027	Charlotte	Multi	$255,428 / unit	76	%	3
101	Senior Loan	12/10/2018	89		89		89		+4.57	%	+5.28	%	12/3/2024	London - UK	Office	$425 / sqft	72	%	3
102	Senior Loan	6/25/2021	85		85		85		+2.86	%	+3.31	%	7/1/2026	St. Louis	Multi	$80,339 / unit	70	%	3
103	Senior Loan	3/31/2017	89		84		84		+4.30	%	+4.30	%	4/9/2023	New York	Office	$403 / sqft	64	%	5
104	Senior Loan	4/1/2021	102		86		85		+3.41	%	+3.85	%	4/9/2026	San Jose	Office	$575 / sqft	67	%	3
105	Senior Loan	7/30/2021	87		83		84		+2.61	%	+2.95	%	8/9/2026	Los Angeles	Multi	$165,520 / unit	70	%	2
106	Senior Loan	7/29/2021	82		82		81		+2.76	%	+3.14	%	6/9/2026	Charlotte	Multi	$222,630 / unit	78	%	3
107	Senior Loan	3/9/2022	92		81		81		+2.90	%	+3.43	%	3/9/2025	Boston	Office	$215 / sqft	68	%	3
108	Senior Loan	6/14/2022	106		80		79		+2.95	%	+3.30	%	7/9/2027	San Francisco	Mixed-Use	$166 / sqft	76	%	3
109	Senior Loan	12/15/2021	87		87		86		+4.00	%	+4.29	%	12/15/2026	Melbourne - AU	Multi	$63,620 / unit	38	%	2
110	Senior Loan	6/27/2019	88		83		83		+2.75	%	+3.04	%	7/9/2024	West Palm Beach	Office	$285 / sqft	70	%	2
111	Senior Loan	1/30/2020	104		82		81		+2.96	%	+3.17	%	2/9/2026	Honolulu	Hospitality	$261,951 / key	63	%	3
112	Senior Loan	8/27/2021	79		77		77		+3.85	%	+4.43	%	9/9/2026	Diversified - US	Hospitality	$114,628 / key	67	%	3
113	Senior Loan	11/23/2021	92		77		76		+2.85	%	+3.17	%	12/9/2026	Los Angeles	Industrial	$219 / sqft	66	%	3
114	Senior Loan	12/23/2021	318		88		83		+4.25	%	+5.14	%	6/24/2028	London - UK	Multi	$96,833 / unit	59	%	3
115	Senior Loan(4)	12/30/2021	228		73		14		+4.35	%	+5.50	%	1/9/2028	Los Angeles	Multi	$209,770 / unit	50	%	3
116	Senior Loan	12/21/2021	74		72		71		+2.70	%	+3.06	%	1/9/2027	Tampa	Multi	$211,172 / unit	77	%	2
117	Senior Loan	10/28/2021	69		69		69		+2.66	%	+2.86	%	11/9/2026	Tacoma	Multi	$209,864 / unit	70	%	3
118	Senior Loan	1/26/2022	338		82		79		+4.10	%	+4.66	%	2/9/2027	Seattle	Office	$172 / sqft	56	%	3
119	Senior Loan	8/17/2022	77		69		68		+3.35	%	+3.83	%	8/17/2027	Dublin - IE	Industrial	$107 / sqft	72	%	3
120	Senior Loan	9/22/2021	67		67		67		+3.00	%	+3.16	%	4/1/2024	Jacksonville	Multi	$181,081 / unit	62	%	2

continued…


	Loan Type(1)	Origination Date(2)	Total Loan(3)(4)		Principal Balance(4)		Net Book Value		Cash Coupon(5)		All-in Yield(5)		Maximum Maturity(6)	Location	Property Type	Loan Per SQFT / Unit / Key	Origination LTV(2)		Risk Rating
121	Senior Loan	3/24/2022	$	65	$	65	$	65	+3.50	%	+3.59	%	4/1/2027	Fairfield	Multi	$406,250 / unit	70	%	3
122	Senior Loan	3/31/2022	70		64		64		+2.80	%	+3.14	%	4/9/2027	Las Vegas	Multi	$140,423 / unit	71	%	3
123	Senior Loan	8/14/2019	70		63		62		+2.56	%	+2.78	%	9/9/2024	Los Angeles	Office	$608 / sqft	57	%	3
124	Senior Loan	3/31/2021	62		62		62		+3.73	%	+3.86	%	4/1/2024	Boston	Multi	$316,327 / unit	75	%	3
125	Senior Loan	7/30/2021	62		62		62		+2.86	%	+3.06	%	8/9/2026	Salt Lake City	Multi	$224,185 / unit	73	%	3
126	Senior Loan	12/23/2021	61		61		61		+2.18	%	+2.99	%	9/1/2023	New York	Office	$239 / sqft	71	%	3
127	Senior Loan	6/30/2021	65		60		60		+2.95	%	+3.23	%	7/9/2026	Nashville	Office	$246 / sqft	71	%	3
128	Senior Loan	4/15/2021	66		60		60		+3.06	%	+3.34	%	5/9/2026	Austin	Office	$291 / sqft	73	%	3
129	Senior Loan	12/17/2021	66		61		61		+4.35	%	+4.83	%	1/9/2026	Diversified - US	Other	$4,623 / unit	37	%	1
130	Senior Loan	9/29/2021	58		58		58		+2.85	%	+3.02	%	10/1/2025	Houston	Multi	$52,968 / unit	61	%	3
131	Senior Loan	12/17/2021	58		58		58		+2.65	%	+2.85	%	1/9/2027	Phoenix	Multi	$209,601 / unit	69	%	3
132	Senior Loan	7/16/2021	58		58		58		+2.75	%	+3.03	%	8/1/2025	Orlando	Multi	$195,750 / unit	74	%	2
133	Senior Loan	8/22/2019	54		54		54		+2.66	%	+3.01	%	9/9/2024	Los Angeles	Office	$312 / sqft	63	%	3
134	Senior Loan	12/10/2020	61		56		56		+3.30	%	+3.56	%	1/9/2026	Fort Lauderdale	Office	$194 / sqft	68	%	3
135	Senior Loan	12/22/2021	55		55		54		+2.82	%	+2.96	%	1/1/2027	Los Angeles	Multi	$272,500 / unit	68	%	3
136	Senior Loan	12/14/2018	54		54		54		+3.01	%	+3.27	%	1/9/2024	Diversified - US	Industrial	$40 / sqft	57	%	1
137	Senior Loan	7/30/2021	59		54		53		+2.86	%	+3.07	%	8/9/2026	Tampa	Multi	$129,293 / unit	71	%	2
138	Senior Loan	1/21/2022	68		54		53		+3.70	%	+4.09	%	2/9/2027	Denver	Office	$318 / sqft	65	%	3
139	Senior Loan	8/16/2022	65		58		57		+4.75	%	+5.17	%	8/16/2027	London - UK	Hospitality	$429,633 / key	64	%	3
140	Senior Loan	11/11/2021	54		54		54		+4.07	%	+4.86	%	8/12/2026	London - UK	Hospitality	$191,445 / key	40	%	3
141	Senior Loan	12/9/2021	51		51		51		+2.75	%	+2.89	%	1/1/2027	Portland	Multi	$241,825 / unit	65	%	3
142	Senior Loan	8/5/2021	57		52		51		+2.96	%	+3.24	%	8/9/2026	Denver	Office	$195 / sqft	70	%	3
143	Senior Loan	2/17/2021	53		51		51		+3.66	%	+3.86	%	3/9/2026	Miami	Multi	$290,985 / unit	64	%	2
144	Senior Loan	2/20/2019	50		50		50		+3.50	%	+3.72	%	3/9/2024	Calgary - CAN	Office	$137 / sqft	52	%	2
145	Senior Loan	9/23/2021	49		49		49		+2.75	%	+2.86	%	10/1/2026	Portland	Multi	$232,938 / unit	65	%	3
146	Senior Loan	11/30/2016	57		49		48		+3.18	%	+3.40	%	12/9/2023	Chicago	Retail	$946 / sqft	54	%	4
147	Senior Loan	7/20/2021	48		48		47		+2.86	%	+3.21	%	8/9/2026	Los Angeles	Multi	$366,412 / unit	60	%	3
148	Senior Loan	7/28/2021	53		49		49		+2.75	%	+3.14	%	8/9/2026	Los Angeles	Multi	$277,281 / unit	71	%	3
149	Senior Loan	6/26/2019	62		48		48		+3.47	%	+3.78	%	6/20/2024	London - UK	Office	$538 / sqft	61	%	3
150	Senior Loan	12/29/2021	47		47		46		+2.85	%	+2.96	%	1/1/2027	Dallas	Multi	$155,000 / unit	73	%	3

continued…

Loan Type(1)
Origination
Date(2)
Total
Loan(3)(4)
Principal
Balance(4)
Net Book
Value
Cash
Coupon(5)

All-in
Yield(5)

Maximum
Maturity(6)
Location Property Type Loan Per
SQFT / Unit / Key
Origination
LTV(2)
Risk
Rating
31 Senior Loan 6/8/2022 $ 272 $ 217 $ 214 +3.35 % +3.70 % 6/9/2027 New York Office $1,223 / sqft 75 % 3
32 Senior Loan 4/23/2021 219 209 209 +3.65 % +3.77 % 5/9/2024 Washington, DC Office $234 / sqft 57 % 3
33 Senior Loan 7/16/2021 222 207 205 +3.25 % +3.81 % 2/15/2027 London - UK Multi $234,410 / unit 69 % 3
34 Senior Loan 8/31/2017 203 202 202 +2.50 % +2.85 % 9/9/2023 Orange County Office $236 / sqft 64 % 3
35 Senior Loan 6/28/2019 199 199 198 +3.70 % +4.37 % 6/27/2024 London - UK Office $652 / sqft 71 % 3
36 Senior Loan 9/30/2021 195 195 194 +3.75 % +4.10 % 10/9/2026 Boca Raton Multi $532,787 / unit 77 % 3
37 Senior Loan 10/1/2019 248 193 191 +3.75 % +4.25 % 10/9/2025 Atlanta Office $369 / sqft 68 % 1
38 Senior Loan 12/22/2016 202 190 190 +3.90 % +4.65 % 12/9/2023 New York Office $267 / sqft 64 % 3
39 Senior Loan 6/27/2019 201 188 188 +2.80 % +3.16 % 8/15/2026 Berlin - DEU Office $197 / sqft 62 % 3
40 Senior Loan 9/30/2021 232 184 182 +4.00 % +4.49 % 9/30/2026 Diversified - Spain Hospitality $165,853 / key 60 % 3
41 Senior Loan 6/4/2018 183 183 182 +3.50 % +3.76 % 6/9/2024 New York Hospitality $301,071 / key 52 % 4
42 Senior Loan 9/25/2019 179 179 179 +4.35 % +4.93 % 9/26/2023 London - UK Office $817 / sqft 72 % 3
43 Senior Loan 11/23/2018 178 178 178 +2.62 % +2.87 % 2/15/2024 Diversified - UK Office $530 / sqft 50 % 3
44 Senior Loan 2/15/2022 191 177 175 +2.90 % +3.14 % 3/9/2027 Denver Office $353 / sqft 61 % 3
45 Senior Loan 12/21/2021 183 176 175 +2.82 % +3.11 % 4/29/2027 London - UK Industrial $362 / sqft 67 % 3
46 Senior Loan 9/30/2021 256 172 170 +3.00 % +3.35 % 10/9/2028 Chicago Office $190 / sqft 74 % 3
47 Senior Loan 9/26/2019 165 165 165 +3.10 % +3.34 % 7/9/2023 New York Office $241 / sqft 65 % 3
48 Senior Loan 12/17/2021 168 165 164 +3.95 % +4.33 % 1/9/2026 Diversified - US Other $5,680 / unit 48 % 2
49 Senior Loan 3/9/2022 164 164 163 +2.95 % +3.17 % 8/15/2027 Various Retail $141 / sqft 55 % 2
50 Senior Loan 9/4/2018 173 159 159 +3.00 % +3.39 % 9/9/2023 Las Vegas Hospitality $192,600 / key 70 % 3
51 Senior Loan 10/7/2021 165 159 158 +3.25 % +3.58 % 10/9/2025 Los Angeles Office $324 / sqft 68 % 3
52 Senior Loan 3/7/2022 156 156 155 +3.45 % +3.63 % 6/9/2026 Los Angeles Hospitality $624,000 / key 64 % 3
53 Senior Loan 5/27/2021 205 155 154 +2.70 % +2.99 % 6/9/2026 Atlanta Office $131 / sqft 66 % 3
54 Senior Loan 8/24/2021 179 154 152 +3.10 % +3.41 % 9/9/2026 San Jose Office $366 / sqft 65 % 3
55 Senior Loan 7/23/2021 244 153 151 +5.00 % +5.39 % 8/9/2027 New York Office $494 / sqft 53 % 3
56 Senior Loan 1/27/2022 178 151 149 +3.10 % +3.44 % 2/9/2027 Dallas Multi $98,430 / unit 71 % 3
57 Senior Loan 8/31/2021 150 150 149 +3.15 % +3.42 % 9/9/2026 Diversified - US Retail $299 / sqft 65 % 2
58 Senior Loan 1/17/2020 203 142 142 +2.75 % +3.07 % 2/9/2025 New York Mixed-Use $118 / sqft 43 % 3
59 Senior Loan 11/18/2021 138 138 137 +3.25 % +3.51 % 10/21/2026 London - UK Other $188 / sqft 65 % 2
60 Senior Loan 12/20/2019 137 137 136 +3.10 % +3.32 % 12/18/2026 London - UK Office $693 / sqft 75 % 2

~~continued…~~

Loan Type(1)
Origination
Date(2)
Total
Loan(3)(4)
Principal
Balance(4)
Net Book
Value
Cash
Coupon(5)

All-in
Yield(5)

Maximum
Maturity(6)
Location Property Type Loan Per
SQFT / Unit / Key
Origination
LTV(2)
Risk
Rating
61 Senior Loan 11/5/2019 $ 146 $ 136 $ 136 +3.85 % +3.90 % 2/21/2025 Diversified - IT Office $3,639 / sqft 66 % 3
62 Senior Loan 5/13/2021 199 133 131 +3.55 % +3.94 % 6/9/2026 Boston Office $672 / sqft 64 % 3
63 Senior Loan 6/30/2022 131 131 131 +3.75 % +3.93 % 9/30/2025 Canberra - AU Hospitality $493 / sqft 60 % 3
64 Senior Loan 3/10/2020 140 131 131 +2.50 % +2.50 % 10/11/2024 New York Mixed-Use $800 / sqft 53 % 2
65 Senior Loan 9/14/2021 132 127 127 +2.70 % +2.95 % 10/9/2026 San Bernardino Multi $256,774 / unit 75 % 3
66 Senior Loan 11/27/2019 146 127 126 +2.75 % +3.13 % 12/9/2024 Minneapolis Office $127 / sqft 64 % 3
67 Senior Loan 4/3/2018 126 125 125 +2.75 % +2.92 % 4/9/2024 Dallas Retail $761 / sqft 64 % 3
68 Senior Loan 3/28/2022 150 123 122 +3.05 % +3.35 % 4/9/2027 Miami Office $338 / sqft 69 % 3
69 Senior Loan 6/1/2021 120 120 120 +2.85 % +3.05 % 6/9/2026 Miami Multi $297,767 / unit 61 % 2
70 Senior Loan 4/6/2021 123 119 118 +3.20 % +3.52 % 4/9/2026 Los Angeles Office $501 / sqft 65 % 3
71 Senior Loan 4/29/2022 118 118 117 +3.50 % +3.77 % 2/18/2027 Napa Valley Hospitality $1,235,602 / key 66 % 3
72 Senior Loan 2/25/2022 118 118 117 +4.00 % +4.31 % 2/25/2027 Copenhagen - DK Industrial $83 / sqft 69 % 3
73 Senior Loan 6/28/2019 125 117 117 +2.75 % +2.91 % 2/1/2024 Los Angeles Office $591 / sqft 48 % 3
74 Senior Loan 7/15/2019 145 117 116 +2.90 % +3.25 % 8/9/2024 Houston Office $211 / sqft 58 % 3
75 Senior Loan 1/7/2022 155 116 115 +3.70 % +3.70 % 1/9/2027 Fort Lauderdale Office $299 / sqft 55 % 1
76 Senior Loan 3/29/2021 124 116 115 +3.90 % +4.49 % 3/29/2026 Diversified - UK Multi $50,660 / unit 61 % 3
77 Senior Loan 8/27/2021 122 115 114 +3.00 % +3.29 % 9/9/2026 San Diego Retail $434 / sqft 58 % 3
78 Senior Loan 10/21/2021 114 114 114 +2.90 % +3.15 % 11/9/2025 Fort Lauderdale Multi $334,311 / unit 64 % 1
79 Senior Loan 5/20/2021 148 112 111 +3.60 % +4.00 % 6/9/2026 San Jose Office $287 / sqft 65 % 3
80 Senior Loan 3/17/2022 264 111 109 +3.75 % +4.51 % 6/30/2025 London - UK Office $497 / sqft 62 % 3
81 Senior Loan 12/21/2021 120 110 109 +2.70 % +3.00 % 1/9/2027 Washington, DC Office $384 / sqft 68 % 3
82 Senior Loan 3/13/2018 123 105 105 +3.00 % +3.27 % 4/9/2027 Honolulu Hospitality $162,657 / key 50 % 3
83 Senior Loan 2/15/2022 106 104 103 +2.85 % +3.19 % 3/9/2027 Tampa Multi $237,844 / unit 73 % 3
84 Senior Loan 2/20/2019 164 101 100 +3.95 % +5.69 % 2/19/2024 London - UK Office $495 / sqft 61 % 3
85 Senior Loan 12/29/2021 110 100 99 +2.85 % +3.06 % 1/9/2027 Phoenix Multi $260 / sqft 64 % 3
86 Senior Loan 12/21/2018 108 100 100 +2.60 % +2.85 % 1/9/2024 Chicago Office $195 / sqft 72 % 3
87 Senior Loan 7/1/2021 104 99 99 +3.10 % +3.35 % 7/9/2026 Diversified - US Retail $281 / sqft 61 % 3
88 Senior Loan 6/18/2021 99 99 98 +2.60 % +2.83 % 7/9/2026 New York Industrial $52 / sqft 55 % 1
89 Senior Loan 10/1/2021 101 98 98 +2.75 % +3.02 % 10/1/2026 Phoenix Multi $227,497 / unit 77 % 3
90 Senior Loan 3/29/2022 103 98 97 +2.70 % +2.96 % 4/9/2027 Miami Multi $272,423 / unit 75 % 3

~~continued…~~

Loan Type(1)
Origination
Date(2)
Total
Loan(3)(4)
Principal
Balance(4)
Net Book
Value
Cash
Coupon(5)

All-in
Yield(5)

Maximum
Maturity(6)
Location Property Type Loan Per
SQFT / Unit / Key
Origination
LTV(2)
Risk
Rating
91 Senior Loan 10/16/2018 $ 106 $ 97 $ 97 +3.25 % +3.52 % 11/9/2023 San Francisco Hospitality $211,959 / key 72 % 4
92 Senior Loan 3/28/2019 97 97 97 +3.25 % +3.25 % 1/9/2024 New York Hospitality $249,463 / key 63 % 4
93 Senior Loan 2/3/2021 111 96 95 +3.20 % +3.57 % 2/9/2026 Austin Office $396 / sqft 56 % 1
94 Senior Loan 10/28/2021 96 96 95 +2.90 % +3.25 % 11/9/2026 Philadelphia Multi $353,704 / unit 79 % 3
95 Senior Loan 3/25/2020 112 93 93 +2.40 % +2.78 % 3/31/2025 Diversified - NL Multi $113,706 / unit 65 % 2
96 Senior Loan 10/27/2021 93 93 92 +2.50 % +2.69 % 11/9/2026 Orlando Multi $155,612 / unit 75 % 3
97 Senior Loan 6/14/2021 100 92 92 +3.70 % +4.04 % 7/9/2024 Miami Office $195 / sqft 65 % 3
98 Senior Loan 3/3/2022 92 92 91 +3.45 % +3.76 % 3/9/2027 Boston Hospitality $418,182 / key 64 % 3
99 Senior Loan 12/10/2021 135 91 90 +3.00 % +3.37 % 1/9/2027 Miami Office $303 / sqft 49 % 3
100 Senior Loan 12/22/2021 91 91 90 +3.18 % +3.44 % 1/9/2027 Las Vegas Multi $205,682 / unit 65 % 3
101 Senior Loan 3/31/2017 96 90 91 +4.30 % +4.54 % 4/9/2023 New York Office $444 / sqft 64 % 3
102 Senior Loan 12/10/2018 108 88 87 +3.45 % +3.95 % 12/3/2024 London - UK Office $419 / sqft 72 % 3
103 Senior Loan 12/15/2021 91 88 87 +2.85 % +3.10 % 1/9/2027 Charlotte Multi $250,224 / unit 76 % 3
104 Senior Loan 6/25/2021 85 85 85 +2.75 % +3.10 % 7/1/2026 St. Louis Multi $80,339 / unit 70 % 3
105 Senior Loan 6/28/2022 675 84 77 +4.60 % +5.01 % 7/9/2029 Austin Mixed-Use $70 / sqft 53 % 3
106 Senior Loan 7/30/2021 87 82 81 +2.50 % +2.84 % 8/9/2026 Los Angeles Multi $161,927 / unit 70 % 3
107 Senior Loan 3/9/2022 92 80 79 +2.90 % +3.43 % 3/9/2025 Boston Office $209 / sqft 68 % 3
108 Senior Loan 6/14/2022 106 79 79 +2.95 % +3.30 % 7/9/2027 San Francisco Industrial $166 / sqft 76 % 3
109 Senior Loan 6/27/2019 84 78 78 +2.50 % +2.66 % 7/9/2024 West Palm Beach Office $269 / sqft 70 % 2
110 Senior Loan 7/29/2021 82 78 78 +2.65 % +3.02 % 6/9/2026 Charlotte Multi $213,979 / unit 78 % 3
111 Senior Loan 4/1/2021 102 78 77 +3.30 % +3.71 % 4/9/2026 San Jose Office $518 / sqft 67 % 3
112 Senior Loan 11/23/2021 92 77 76 +2.75 % +3.08 % 12/9/2026 Los Angeles Industrial $219 / sqft 66 % 3
113 Senior Loan 8/27/2021 79 76 76 +3.85 % +4.43 % 9/9/2026 Diversified - US Hospitality $113,285 / key 67 % 3
114
Senior Loan(4)
12/30/2021 228 73 14 +4.35 % +5.17 % 1/9/2028 Los Angeles Multi $132,635 / unit 50 % 3
115 Senior Loan 7/23/2021 73 72 72 +3.00 % +3.02 % 7/9/2024 New York Multi $404 / sqft 62 % 1
116 Senior Loan 12/15/2021 143 69 68 +3.42 % +4.53 % 12/15/2026 Dublin - IE Multi $174,020 / unit 79 % 3
117 Senior Loan 10/28/2021 69 69 69 +2.55 % +2.74 % 11/9/2026 Tacoma Multi $209,864 / unit 70 % 3
118 Senior Loan 1/26/2022 338 69 66 +4.10 % +4.56 % 2/9/2027 Seattle Office $145 / sqft 56 % 3
119 Senior Loan 1/30/2020 104 69 69 +2.85 % +3.22 % 2/9/2026 Honolulu Hospitality $222,308 / key 63 % 3
120 Senior Loan 9/22/2021 67 67 67 +3.00 % +3.16 % 4/1/2024 Jacksonville Multi $181,081 / unit 62 % 2

~~continued…~~

Loan Type(1)
Origination
Date(2)
Total
Loan(3)(4)
Principal
Balance(4)
Net Book
Value
Cash
Coupon(5)

All-in
Yield(5)

Maximum
Maturity(6)
Location Property Type Loan Per
SQFT / Unit / Key
Origination
LTV(2)
Risk
Rating
121 Senior Loan 12/21/2021 $ 74 $ 67 $ 66 +2.70 % +3.06 % 1/9/2027 Tampa Multi $195,588 / unit 77 % 3
122 Senior Loan 3/24/2022 65 65 65 +3.50 % +3.59 % 4/1/2027 Fairfield Multi $406,250 / unit 70 % 3
123 Senior Loan 12/10/2021 68 65 64 +2.85 % +3.19 % 1/9/2027 Austin Multi $260,000 / unit 73 % 2
124 Senior Loan 8/22/2019 74 65 65 +2.55 % +2.93 % 9/9/2024 Los Angeles Office $389 / sqft 63 % 3
125 Senior Loan 3/31/2022 70 63 62 +2.80 % +3.14 % 4/9/2027 Las Vegas Multi $137,212 / unit 71 % 3
126 Senior Loan 3/31/2021 62 62 62 +3.73 % +3.86 % 4/1/2024 Boston Multi $316,327 / unit 75 % 2
127 Senior Loan 7/30/2021 62 62 62 +2.75 % +2.94 % 8/9/2026 Salt Lake City Multi $224,185 / unit 73 % 3
128 Senior Loan 12/23/2021 62 62 61 +2.18 % +2.99 % 9/1/2023 New York Office $144 / sqft 71 % 3
129 Senior Loan 6/29/2017 61 61 61 +3.40 % +4.16 % 7/9/2022 New York Multi $177,479 / unit 69 % 4
130 Senior Loan 10/5/2018 59 59 59 +5.50 % +5.92 % 12/20/2022 Sydney - AU Office $630 / sqft 78 % 3
131 Senior Loan 8/14/2019 70 59 59 +2.45 % +2.90 % 9/9/2024 Los Angeles Office $677 / sqft 57 % 3
132 Senior Loan 9/29/2021 62 58 58 +2.85 % +3.02 % 10/1/2025 Houston Multi $52,968 / unit 61 % 3
133 Senior Loan 12/17/2021 58 58 58 +2.65 % +2.85 % 1/9/2027 Phoenix Multi $209,601 / unit 69 % 3
134 Senior Loan 7/16/2021 58 58 58 +2.75 % +3.03 % 8/1/2025 Orlando Multi $195,750 / unit 74 % 2
135 Senior Loan 6/30/2021 65 58 57 +2.90 % +3.19 % 7/9/2026 Nashville Office $238 / sqft 71 % 3
136 Senior Loan 4/15/2021 66 57 57 +3.00 % +3.30 % 5/9/2026 Austin Office $279 / sqft 73 % 3
137
Senior Loan(4)
11/10/2021 362 56 11 +4.00 % +4.59 % 12/9/2026 San Francisco Office $106 / sqft 66 % 3
138 Senior Loan 12/10/2020 61 55 55 +3.25 % +3.54 % 1/9/2026 Fort Lauderdale Office $191 / sqft 68 % 3
139 Senior Loan 12/22/2021 55 55 54 +2.82 % +2.96 % 1/1/2027 Los Angeles Multi $272,500 / unit 68 % 3
140 Senior Loan 12/23/2021 314 53 48 +4.25 % +5.42 % 6/23/2028 London - UK Multi $58,144 / unit 59 % 3
141 Senior Loan 12/14/2018 60 53 53 +2.90 % +3.14 % 1/9/2024 Diversified - US Industrial $39 / sqft 57 % 2
142 Senior Loan 6/28/2021 52 52 52 +3.60 % +4.86 % 2/15/2023 Diversified - Spain Hospitality $132,520 / key 56 % 3
143 Senior Loan 11/30/2016 61 52 52 +3.10 % +3.22 % 12/9/2023 Chicago Retail $1,014 / sqft 54 % 4
144 Senior Loan 11/11/2021 55 52 52 +3.95 % +4.74 % 8/6/2026 London - UK Hospitality $184,845 / key 40 % 3
145 Senior Loan 7/30/2021 59 51 51 +2.75 % +2.96 % 8/9/2026 Tampa Multi $128,174 / unit 71 % 3
146 Senior Loan 12/9/2021 51 51 51 +2.75 % +2.89 % 1/1/2027 Portland Multi $241,825 / unit 65 % 3
147 Senior Loan 2/17/2021 53 51 51 +3.55 % +3.75 % 3/9/2026 Miami Multi $290,985 / unit 64 % 2
148 Senior Loan 12/15/2021 90 50 49 +5.25 % +6.17 % 12/15/2026 Melbourne - AU Multi $36,167 / unit 38 % 3
149 Senior Loan 8/5/2021 57 49 49 +2.90 % +3.04 % 8/9/2026 Denver Office $187 / sqft 70 % 3
150 Senior Loan 9/23/2021 49 49 49 +2.75 % +2.86 % 10/1/2026 Portland Multi $232,938 / unit 65 % 3

~~continued…~~

Loan Type(1)
Origination
Date(2)
Total
Loan(3)(4)
Principal
Balance(4)
Net Book
Value
Cash
Coupon(5)

All-in
Yield(5)

Maximum
Maturity(6)
Location Property Type Loan Per
SQFT / Unit / Key
Origination
LTV(2)
Risk
Rating
151 - 205
Senior Loan(4)
Various 2,292 1,859 1,817 +3.04 % +3.48 % 3.3 yrs Various Various Various 61 % 2.5
CECL reserve (133)
Loans receivable, net $ 31,811 $ 26,509 $ 24,699 + 3.29 % + 3.65 % 3.5 yrs 64 % 2.8


	Loan Type(1)	Origination Date(2)	Total Loan(3)(4)		Principal Balance(4)		Net Book Value		Cash Coupon(5)		All-in Yield(5)		Maximum Maturity(6)	Location	Property Type	Loan Per SQFT / Unit / Key	Origination LTV(2)		Risk Rating
151 - 199	Senior Loan(4)	Various	1,892		1,566		1,498		+3.15	%	+3.57	%	2.8 yrs	Various	Various	Various	63	%	2.5
	CECL reserve						(337)
	Loans receivable, net		$	30,757	$	26,743	$	24,560	+3.38	%	+3.77	%	2.9 yrs				64	%	2.9

(1)Senior loans include senior mortgages and similar credit quality loans, including related contiguous subordinate loans and pari passu participations in senior mortgage loans.

(2)Date loan was originated or acquired by us, and the LTV as of such date. Origination dates are subsequently updated to reflect material loan modifications.

(3)Total loan amount reflects outstanding principal balance as well as any related unfunded loan commitment.

(4)In certain instances, we finance our loans through the non-recourse sale of a senior loan interest that is not included in our consolidated financial statements. As of ~~June 30, 2022, seven~~March 31, 2023, eight loans in our portfolio have been financed with an aggregate ~~$1.5~~$1.7 billion of non-consolidated senior interest, which are included in the table above.

(5)The weighted-average cash coupon and all-in yield are expressed as a spread over the relevant floating benchmark rates, which include SOFR, USD LIBOR, ~~SOFR,~~ SONIA, EURIBOR, and other indices as applicable to each loan. As of ~~June 30, 2022,~~March 31, 2023, substantially all of our loans by total loan exposure earned a floating rate of interest, primarily indexed to SOFR and USD LIBOR. In addition to cash coupon, all-in yield includes the amortization of deferred origination and extension fees, loan origination costs, and purchase discounts, as well as the accrual of exit fees. Excludes ~~one loan~~loans accounted for under the cost-recovery method.

(6)Maximum maturity assumes all extension options are exercised, however our loans may be repaid prior to such date.

~~(7)Loan is accounted for under the cost-recovery method.~~

7874

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

Investment Portfolio Net Interest Income

~~LIBOR~~For information on financial reference rate reforms, refer to “Part I. Item 2. Management’s Discussion and ~~certain other floating rate benchmark indices to which our floating rate loans~~Analysis of Financial Condition and ~~other loan agreements are tied, including, without limitation, the Euro Interbank Offered Rate, or EURIBOR, the Stockholm Interbank Offered Rate, or STIBOR, the Australian Bank Bill Swap~~Results of Operations – Reference Rate ~~or BBSY, the Canadian Dollar Offered Rate, or CDOR, the Swiss Average Rate Overnight, or SARON,~~Reform” of this report and the Copenhagen Interbank Offering Rate, or CIBOR, or collectively, IBORs, are the subject of recent national, international and regulatory guidance and proposals for reform. As of December 31, 2021, the ICE Benchmark Association, or IBA, ceased publication of all non-USD LIBOR and the one-week and two-month USD LIBOR and, as and previously announced, intends to cease publication of remaining U.S. dollar LIBOR settings immediately after June 30, 2023. Further, on March 15, 2022, the Consolidated Appropriations Act of 2022, which includes the Adjustable Interest Rate (LIBOR) Act, was signed into law in the U.S. This legislation establishes a uniform benchmark replacement process for financial contracts maturing after June 30, 2023 that do not contain clearly defined or practicable fallback provisions. The legislation also creates a safe harbor that shields lenders from litigation if they choose to utilize a replacement rate recommended by the Board of Governors of the Federal Reserve.

The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee composed of large U.S. financial institutions, has identified the Secured Overnight Financing Rate, or SOFR, a new index calculated using short-term repurchase agreements backed by U.S. Treasury securities, as its preferred alternative rate for USD LIBOR. As of June 30, 2022, one-month SOFR is utilized as the floating benchmark rate on 43 of our loans, the financing provided on the 2020 FL3 and 2020 FL2 CLOs, one of our asset-specific financings, and certain borrowings under eight of our credit facilities. As of June 30, 2022, the one-month SOFR was 1.69% and one-month USD LIBOR was 1.79%. Additionally, market participants have started to transition from GBP LIBOR to the Sterling Overnight Index Average, or SONIA, in line with guidance from the U.K. regulators. As of June 30, 2022, daily compounded SONIA is utilized as the floating benchmark rate for all of our floating rate British Pound Sterling loans and related financings.

At this time, it is not possible to predict how markets will respond to SOFR, SONIA, or other alternative reference rates as the transition away from USD LIBOR and GBP LIBOR proceeds. Despite the LIBOR transition in other markets, benchmark rate methodologies in Europe, Australia, Canada, Switzerland, and Denmark have been reformed and rates such as EURIBOR, STIBOR, BBSY, CDOR, SARON, and CIBOR may persist as International Organization of Securities Commissions, or IOSCO, compliant reference rates moving forward. However, multi-rate environments may persist in these markets as regulators and working groups have suggested market participants adopt alternative reference rates.

~~Refer to~~ “Part I. Item 1A. Risk Factors—Risks Related to Our Lending and Investment Activities—The recent and expected discontinuation of currently used financial reference rates and use of alternative replacement reference rates may adversely affect net interest income related to our loans and investments or otherwise adversely affect our results of operations, cash flows and the market value of our ~~investments.”~~investments” of our Annual Report on Form 10-K filed with the SEC on February ~~9, 2022.~~8, 2023.

The following table projects the earnings impact on our interest income and expense, net of incentive fees, for the twelve-month period following ~~June 30, 2022,~~March 31, 2023, of an increase in the various floating-rate indices referenced by our portfolio, assuming no change in credit spreads, portfolio composition, or asset performance, relative to the average indices during the ~~three months~~year ended ~~June 30, 2022~~March 31, 2023 ($ in thousands):


		Assets (Liabilities) Sensitive to Changes in Interest Rates(1)				Interest Rate Sensitivity as of June 30, 2022(2)																					Assets (Liabilities) Sensitive to Changes in Interest Rates(1)				Interest Rate Sensitivity as of March 31, 2023(2)
						Increase in Rates																Decrease in Rates									Increase in Rates								Decrease in Rates
				50 Basis Points				100 Basis Points				150 Basis Points				200 Basis Points				50 Basis Points									50 Basis Points				100 Basis Points				50 Basis Points				100 Basis Points
Floating rate assets	Floating rate assets			$	26,471,960			$	81,835			$	182,663			$	286,929			$	391,672			$	(70,641)	Floating rate assets			$	26,703,081			$	102,978			$	205,957			$	(102,863)			$	(205,441)
Floating rate liabilities(3)	Floating rate liabilities(3)	(21,235,911)				(73,979)				(157,443)				(242,387)				(327,330)				71,346		Floating rate liabilities(3)			(21,649,409)				(86,598)				(173,195)				86,598				173,156
Net exposure	Net exposure	$	5,236,049			$	7,856			$	25,220			$	44,542			$	64,342			$	705	Net exposure			$	5,053,672			$	16,380			$	32,762			$	(16,265)			$	(32,285)

(1)Reflects the USD equivalent value of floating rate assets and liabilities denominated in foreign currencies.

(2)Increases (decreases) in interest income and expense are presented net of incentive fees. Refer to Note 14 to our consolidated financial statements for additional details of our incentive fee calculation.

(3)Includes amounts outstanding under secured debt, securitizations, asset-specific financings, and term loans.

Investment Portfolio Value

As of ~~June 30, 2022,~~March 31, 2023, substantially all of our portfolio earned a floating rate of interest, and so the value of our investments is generally not impacted by changes in market interest rates. Additionally, we generally hold all of our loans to maturity and so do not expect to realize gains or losses resulting from any mark to market valuation adjustments on our loan portfolio.

Risk of Non-Performance

In addition to the risks related to fluctuations in cash flows and asset values associated with movements in interest rates, there is also the risk of non-performance on floating rate assets. In the case of a significant increase in interest rates, the cash flows of the collateral real estate assets may not be sufficient to pay debt service due under our loans, which may contribute to non-performance or, in severe cases, default. This risk is partially mitigated by our consideration of rising rate stress-testing during our underwriting process, which ~~in certain cases include~~generally includes a requirement for our borrower to purchase an interest rate cap contract with an unaffiliated third-party, provide an interest reserve deposit, and/or provide other structural guarantees.

Credit Risks

Our loans are also subject to credit ~~risk.~~risk, including the risk of default. The performance and value of our loans depend upon the sponsors’ ability to operate the properties that serve as our collateral so that they produce cash flows adequate to pay interest and principal due to us. To monitor this risk, our asset management team reviews our loan portfolios and, in certain

instances, is in regular contact with our borrowers, monitoring performance of the collateral and enforcing our rights as necessary.

In addition, we are exposed to the risks generally associated with the commercial real estate market, including variances in occupancy rates, capitalization rates, absorption rates, and other macroeconomic factors beyond our control. We seek to manage these risks through our underwriting and asset management processes.

The COVID-19 pandemic significantly impacted the commercial real estate markets, causing reduced occupancy, requests from tenants for rent deferral or abatement, and delays in construction and development projects. While the economy has improved, macroeconomic trends associated with the COVID-19 pandemic have persisted and could continue to persist and impair our borrowers’ ability to pay principal and interest due to us under our loan agreements. In addition, the U.S. Federal Reserve’s recent actions to increase interest rates in order to control inflation have created further uncertainty for the economy and for our borrowers. Although our business model is such that rising interest rates will, all else being equal, correlate to increases in our net income, increases in interest rates may adversely affect our existing borrowers. It is difficult to predict the full impact of recent changes and any future changes in interest rates or inflation.

We maintain a robust asset management relationship with our borrowers and utilize these relationships to maximize the performance of our portfolio, including during periods of volatility. We believe that we ~~will~~ benefit from these relationships and from our long-standing core business model of originating senior loans collateralized by large assets in major markets with experienced, well-capitalized institutional sponsors. Our loan portfolio’s low origination weighted-average LTV of ~~63.9%~~63.8% as of ~~June 30, 2022~~March 31, 2023 reflects significant equity value that we expect our sponsors ~~are~~will be motivated to protect through periods of cyclical disruption. While we believe the principal amounts of our loans are generally adequately protected by underlying collateral value, there is a risk that we will not realize the entire principal value of certain loans.

Our portfolio monitoring and asset management operations benefit from the deep knowledge, experience, and information advantages derived from our position as part of Blackstone’s real estate platform. Blackstone has built the world's preeminent global real estate business, with a proven track record of successfully navigating market cycles and emerging stronger through periods of volatility. The market-leading real estate expertise derived from the strength of the Blackstone platform deeply informs our credit and underwriting process, and we believe gives us the tools to expertly asset manage our portfolio and work with our borrowers throughout periods of economic stress and uncertainty.

The three months ended March 31, 2023 have been characterized by continued volatility in global markets, driven by investor concerns over inflation, rising interest rates, slowing economic growth, and geopolitical uncertainty. Recent bank failures and consolidations, and other events affecting financial institutions, have also contributed to volatility in global markets and resulted in diminished liquidity and credit availability in the market broadly. The ongoing and potential future impacts of the war between Russia and Ukraine is also contributing to economic and geopolitical uncertainty.

Continued inflation has prompted central banks to take monetary policy tightening actions, including raising interest rates, which has created further uncertainty for the economy and for our borrowers. Although our business model is such that rising interest rates will, all else equal, correlate to increases in our net income, increases in interest rates may adversely affect our existing borrowers and lead to nonperformance. Additionally, rising rates and increasing costs may dampen consumer spending and slow corporate profit growth, which may negatively impact the collateral underlying certain of our loans. It remains difficult to predict the full impact of recent events and any future changes in interest rates or inflation.

Capital Market Risks

We are exposed to risks related to the equity capital markets, and our related ability to raise capital through the issuance of our class A common stock or other equity instruments. We are also exposed to risks related to the debt capital markets, and our related ability to finance our business through borrowings under credit facilities or other debt instruments. As a REIT, we are required to distribute a significant portion of our taxable income annually, which constrains our ability to accumulate operating cash flow and therefore requires us to utilize debt or equity capital to finance our business. We seek to mitigate these risks by monitoring the debt and equity capital markets to inform our decisions on the amount, timing, and terms of capital we raise.

Margin call provisions under our credit facilities do not permit valuation adjustments based on capital markets events, and are limited to collateral-specific credit marks generally determined on a commercially reasonable basis.

Counterparty Risk

The nature of our business requires us to hold our cash and cash equivalents and obtain financing from various financial institutions. This exposes us to the risk that these financial institutions may not fulfill their obligations to us under these various contractual arrangements. We mitigate this exposure by depositing our cash and cash equivalents and entering into financing agreements with high credit-quality institutions.

The nature of our loans also exposes us to the risk that our counterparties do not make required interest and principal payments on scheduled due dates. We seek to manage this risk through a comprehensive credit analysis prior to making a loan and active monitoring of the asset portfolios that serve as our collateral, as further discussed above.

Currency Risk

Our loans that are denominated in a foreign currency are also subject to risks related to fluctuations in currency rates. We generally mitigate this exposure by matching the currency of our assets to the currency of the financing for our assets. As a result, we substantially reduce our exposure to changes in portfolio value related to changes in foreign currency rates. In addition, substantially all of our net asset exposure to foreign currencies has been hedged with foreign currency forward contracts as of ~~June 30, 2022.~~

March 31, 2023.

The following table outlines our assets and liabilities that are denominated in a foreign currency (amounts in thousands):


		June 30, 2022							March 31, 2023
		EUR		GBP		All Other(2)			EUR		GBP		All Other(2)
Foreign currency assets	Foreign currency assets	€	2,802,691	£	2,684,277	$	2,165,717	Foreign currency assets	€	2,705,291	£	2,883,733	$	2,126,269
Foreign currency liabilities	Foreign currency liabilities	(2,074,034)		(1,999,181)		(1,657,869)		Foreign currency liabilities	(1,972,873)		(2,153,497)		(1,665,689)
Foreign currency contracts – notional	Foreign currency contracts – notional	(707,092)		(670,013)		(495,777)		Foreign currency contracts – notional	(708,691)		(713,215)		(452,273)
Net exposure to exchange rate fluctuations	Net exposure to exchange rate fluctuations	€	21,565	£	15,083	$	12,071	Net exposure to exchange rate fluctuations	€	23,727	£	17,021	$	8,307
Net exposure to exchange rate fluctuations in USD(1)	Net exposure to exchange rate fluctuations in USD(1)	$	22,609	$	18,368	$	12,071	Net exposure to exchange rate fluctuations in USD(1)	$	25,718	$	20,999	$	8,307

(1)Represents the U.S. Dollar equivalent as of ~~June 30, 2022.~~March 31, 2023.

(2)Includes Swedish Krona, Australian Dollar, Canadian Dollar, Swiss Franc, and Danish Krone currencies.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The company maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in the company’s reports under the Exchange Act is recorded, processed, and summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this ~~quarterly report~~Quarterly Report on Form 10-Q was made under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (a) are effective to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by SEC rules and forms and (b) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in our “internal control over financial reporting” (as defined in Rule 13a–15(f) of the Exchange Act) that occurred during the period covered by this ~~quarterly report~~Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

8277

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors previously disclosed under ~~Part~~''Part I, Item 1A1A. Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

~~Master Repurchase Agreement and Securities Contract with Barclays Bank, PLC~~

On May 31, 2022, Parlex 3A Finco, LLC, Barclays Bank PLC and the other parties named thereto entered into a Master Repurchase Agreement and Securities Contract, or the Master Repurchase Agreement. The Master Repurchase Agreement provides for advances of up to $3.0 billion in the aggregate, which we expect to use to finance the acquisition and origination of eligible loans.The foregoing description does not purport to be complete and is qualified in its entirety by reference to complete terms of the agreement, which is filed as Exhibit 10.1 to this quarterly report on Form 10-Q.Section 13(r) Disclosure

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) of the Exchange Act, we hereby incorporate by reference herein Exhibit 99.1 of this report, which includes disclosures regarding activities at Atlantia S.p.A., which may be, or may have been at the time considered to be, an affiliate of Blackstone and, therefore, our affiliate.

8378


ITEM 6.			EXHIBITS


3.1						Seventh Amended and Restated Bylaws of Blackstone Mortgage Trust, Inc. (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 1-14788) filed on April 21 , 2023 and incorporated herein by reference)
10.1						~~Master Repurchase Agreement, dated as of May~~ 31 ~~, 2022, by and between Parlex 3A USD IE Issuer Designated Activity Company, Parlex 3A GBP IE Issuer Designated Activity Company,Parlex 3A EUR IE Issuer Designated Activity Company,~~ Parlex 3A SEK IE Issuer Designated Activity Company, Perpetual Corporate Trust Limited as Trustee of the Parlex 2022-1 Issuer Trust, Parlex 3A FINCO, LLC, Parlex 3A UK Finco, LLC, Parlex 3A EUR Finco, LLC, Parlex 3A SEK Finco, LLC, Silver Fin Sub TC PTY LTD, Gloss Finco 1, LLC and Barclays Bank PLC

~~10.2~~						Guaranty, dated as of May 31, 2021, made by Blackstone Mortgage Trust, Inc., for the benefit of Parlex 3 USD IE Issuer Designated Activity Company, Parlex 3A GBP IE Issuer Designated Activity Company, Parlex 3A EUR IE Issuer Designated Activity Company and Parlex 3A SEK IE Issuer Designated Activity Company

~~10.3~~						Sixth Amendment to Term Loan Credit Agreement, dated as of May 9, 2022, by and among Blackstone Mortgage Trust, Inc., the subsidiary guarantors party thereto, each lender party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent

~~10.4~~						~~Amendment No. 15 to Amended and Restated Master Repurchase and Securities Contract, dated as of June 29, 2022, between Parlex 5 Finco, LLC and Wells Fargo Bank, National Association~~

~~10.5~~						~~Third~~Fourth Amendment to Fifth Amended and Restated Master Repurchase Agreement, dated as of ~~May 25, 2022,~~January 24, 2023, among Parlex 2 Finance, LLC, Parlex 2A Finco, LLC, Parlex 2 UK Finco, LLC, Parlex 2 EUR Finco, LLC, Parlex 2 AU Finco, LLC, Parlex 2 CAD Finco, LLC, Wispar 5 Finco, LLC, Silver Fin II Sub TC Pty Ltd and Citibank, N.A.

~~10.6+~~10.2						~~Blackstone Mortgage Trust, Inc. Stock Incentive Plan (filed~~Amendment No. 16 to Amended and Restated Master Repurchase and Securities Contract, dated as ~~Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-14788) filed with the Commission on June 17, 2022~~of March 13, 2023, between Parlex 5 Finco, LLC and ~~incorporated herein by reference)~~Wells Fargo Bank, National Association

~~10.7+~~						Blackstone Mortgage Trust, Inc. Manager Incentive Plan (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-14788) filed with the Commission on June 17, 2022 and incorporated herein by reference)

~~10.8+~~						~~Form of Non-Employee Restricted Stock Award Agreement of Blackstone Mortgage Trust, Inc. 2018 Stock Incentive Plan~~

~~10.9+~~						~~Form of Non-Employee Restricted Stock Award Agreement of Blackstone Mortgage Trust, Inc. Stock Incentive Plan~~

~~10.10+~~						~~Form of Restricted Stock Award Agreement of Blackstone Mortgage Trust, Inc. Stock Incentive Plan~~

~~10.11+~~						~~Form of Restricted Stock Award Agreement of Blackstone Mortgage Trust, Inc. Manager Incentive Plan~~

31.1						Certification of Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2						Certification of Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 +++						Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2 +++						Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.1						Section 13(r) Disclosure

101.INS						XBRL Instance Document – the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document

101.SCH						Inline XBRL Taxonomy Extension Schema Document

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document

104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

___________

+~~This document has been identified as a management contract or compensatory plan or arrangement.~~

++ This exhibit shall not be deemed “filed” for purposes of Section 18 of the ~~Securities~~ Exchange Act ~~of 1934, as amended (the “Exchange Act”)~~ or otherwise subject to the liability of that Section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act ~~of 1933, as amended,~~ or the Exchange Act.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

8579

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


						BLACKSTONE MORTGAGE TRUST, INC.

~~July 27, 2022~~April 26, 2023						/s/ Katharine A. Keenan
Date						Katharine A. Keenan
						Chief Executive Officer
						(Principal Executive Officer)

~~July 27, 2022~~April 26, 2023						/s/ Anthony F. Marone, Jr.
Date						Anthony F. Marone, Jr.
						Chief Financial Officer
						(Principal Financial Officer and
						Principal Accounting Officer)

8680


	June 30, 2022		June 30, 2021
Cash and cash equivalents	$	283,580	$	289,552
2021 FL4 CLO restricted cash	—		50,000
Total cash, cash equivalents, and restricted cash shown in our consolidated statements of cash flows	$	283,580	$	339,552


	Net Book Value of Loans Receivable by Year of Origination(1)
	As of June 30, 2022
Risk Rating	2022		2021		2020		2019		2018		Prior		Total
U.S. loans
1	$	114,778	$	469,851	$	6,700	$	199,931	$	—	$	44,962	$	836,222
2	—		1,782,773		488,540		152,672		1,384,866		—		3,808,851
3	2,056,145		6,111,427		266,095		941,151		1,110,221		519,455		11,004,494
4	—		—		—		96,542		535,707		150,331		782,580
5	—		—		—		—		—		—		—
Total U.S. loans	$	2,170,923	$	8,364,051	$	761,335	$	1,390,296	$	3,030,794	$	714,748	$	16,432,147
Non-U.S. loans
1	$	—	$	—	$	—	$	—	$	—	$	—	$	—
2	163,027		619,169		92,847		1,172,157		—		—		2,047,200
3	971,870		1,495,245		—		847,533		146,416		—		3,461,064
4	—		—		—		325,688		—		—		325,688
5	—		—		—		—		—		—		—
Total Non-U.S. loans	$	1,134,897	$	2,114,414	$	92,847	$	2,345,378	$	146,416	$	—	$	5,833,952
Unique loans
1	$	—	$	—	$	—	$	—	$	—	$	—	$	—
2	—		—		—		—		—		—		—
3	1,130,039		—		—		—		177,499		—		1,307,538
4	—		—		—		290,945		682,155		—		973,100
5	—		—		—		—		—		—		—
Total unique loans	$	1,130,039	$	—	$	—	$	290,945	$	859,654	$	—	$	2,280,638
Impaired loans
1	$	—	$	—	$	—	$	—	$	—	$	—	$	—
2	—		—		—		—		—		—		—
3	—		—		—		—		—		—		—
4	—		—		—		—		—		—		—
5	—		—		—		—		284,809		—		284,809
Total impaired loans	$	—	$	—	$	—	$	—	$	284,809	$	—	$	284,809
Total loans receivable
1	$	114,778	$	469,851	$	6,700	$	199,931	$	—	$	44,962	$	836,222
2	163,027		2,401,942		581,387		1,324,829		1,384,866		—		5,856,051
3	4,158,054		7,606,672		266,095		1,788,684		1,434,136		519,455		15,773,096
4	—		—		—		713,175		1,217,862		150,331		2,081,368
5	—		—		—		—		284,809		—		284,809
Total loans receivable	$	4,435,859	$	10,478,465	$	854,182	$	4,026,619	$	4,321,673	$	714,748	$	24,831,546
CECL reserve													(133,024)
Loans receivable, net													$	24,698,522


	Year Ended December 31, 2021		December 31, 2021
Spread(1)	New Financings(2)		Total Borrowings		Wtd. Avg. All-in Cost(1)(3)(4)		Collateral(5)		Wtd. Avg. All-in Yield(1)(3)		Net Interest Margin(6)
+ 1.50% or less	$	5,306,925	$	7,746,026	+1.52	%	$	10,193,801	+3.18	%	+1.66	%
+ 1.51% to + 1.75%	1,477,177		2,710,587		+1.88	%	3,977,492		+3.55	%	+1.67	%
+ 1.76% to + 2.00%	668,470		998,781		+2.13	%	1,458,074		+4.28	%	+2.15	%
+ 2.01% or more	310,991		844,186		+2.49	%	1,413,014		+4.75	%	+2.26	%
Total	$	7,763,563	$	12,299,580	+1.72	%	$	17,042,381	+3.49	%	+1.77	%


	Restricted Class A Common Stock	Weighted-Average Grant Date Fair Value Per Share




Balance as of December 31, 2021	1,706,121	$	31.19
Granted	440,831	30.96
Vested	(521,692)	32.05
Forfeited	(4,000)	31.57
Balance as of June 30, 2022	1,621,260	$	30.85


Investment Count	Currency	Total Loan Portfolio		Floating Rate Index(1)	Cash Coupon(2)	All-in Yield(2)
167	$	$	18,283,863	USD LIBOR / SOFR(3)	+ 3.15%	+ 3.49%
10	€	£	2,728,387	EURIBOR	+ 3.03%	+ 3.43%
20	£	£	2,644,945	SONIA	+ 3.67%	+ 4.13%
8	Various	$	2,144,142	Other(4)	+ 4.23%	+ 4.53%




205		$	26,509,461	Applicable Index	+ 3.29%	+ 3.65%


	Securitizations Outstanding
	June 30, 2022		December 31, 2021
Securitized debt obligations	$	2,855,625	2,855,625
Non-consolidated securitized debt obligation(1)	—		300,102
Total securitizations	$	2,855,625	$	3,155,727


	Six Months Ended				Change
	June 30, 2022		June 30, 2021		$
Income from loans and other investments
Interest and related income	$	518,119	$	383,827	$	134,292
Less: Interest and related expenses	237,333		160,723		76,610
Income from loans and other investments, net	280,786		223,104		57,682
Other expenses
Management and incentive fees	50,551		40,752		9,799
General and administrative expenses	24,769		21,267		3,502
Total other expenses	75,320		62,019		13,301
(Increase) decrease in current expected credit loss reserve	(10,446)		52,199		(62,645)
Income before income taxes	195,020		213,284		(18,264)
Income tax provision	892		276		616
Net income	194,128		213,008		(18,880)
Net income attributable to non-controlling interests	(1,191)		(1,511)		320
Net income attributable to Blackstone Mortgage Trust, Inc.	$	192,937	$	211,497	$	(18,560)
Net income per share of common stock
Basic	$	1.14	$	1.44	$	(0.30)
Diluted	$	1.12	$	1.44	$	(0.32)
Weighted-average shares of common stock outstanding
Basic	169,963,730		147,339,895		22,623,835
Diluted	180,332,341		147,339,895		32,992,446
Dividends declared per share	$	1.24	$	1.24	$	—