UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED ~~SEPTEMBER 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: 000-55931

Blackstone Real Estate Income Trust, Inc.

(Exact name of Registrant as specified in its charter)

Maryland

81-0696966

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

345 Park Avenue

New York,

10154

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 583-5000

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

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 ☒

As of ~~November 14, 2022,~~May 12, 2023, the issuer had the following shares outstanding: ~~1,600,913,588~~1,575,756,064 shares of Class S common stock, ~~2,404,161,392~~2,776,774,467 shares of Class I common stock, ~~74,044,042~~69,375,679 shares of Class T common stock, ~~and 421,959,619~~167,298,938 shares of Class D common stock, and 1,798,206 shares of Class C common stock.

TABLE OF CONTENTS


PART I.	FINANCIAL INFORMATION	1

ITEM 1.	FINANCIAL STATEMENTS	1

	Condensed Consolidated Financial Statements (Unaudited):

	Condensed Consolidated Balance Sheets as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022	1

	Condensed Consolidated Statements of Operations for the Three ~~and Nine~~ Months Ended ~~September 30, 2022~~March 31, 2023 and ~~2021~~2022	2

	Condensed Consolidated Statements of Comprehensive Income for the Three ~~and Nine~~ Months Ended ~~September 30, 2022~~March 31, 2023 and ~~2021~~2022	3

	Condensed Consolidated Statements of Changes in Equity for the Three ~~and Nine~~ Months Ended ~~September 30, 2022~~March 31, 2023 and ~~2021~~2022	4

	Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30, 2022~~March 31, 2023 and ~~2021~~2022	65

	Notes to Condensed Consolidated Financial Statements	87

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	4440

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	7868

ITEM 4.	CONTROLS AND PROCEDURES	8069

PART II.	OTHER INFORMATION	8170

ITEM 1.	LEGAL PROCEEDINGS	8170

ITEM 1A.	RISK FACTORS	8170

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	8271

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	8372

ITEM 4.	MINE SAFETY DISCLOSURES	8372

ITEM 5.	OTHER INFORMATION	8373

ITEM 6.	EXHIBITS	8474

	SIGNATURES	8575

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


Blackstone Real Estate Income Trust, Inc. Condensed Consolidated Balance Sheets (Unaudited) (in thousands, except per share data)

September 30, 2022 December 31, 2021
Assets
Investments in real estate, net $ 98,793,106 $ 66,941,653
Investments in unconsolidated entities (includes $4,781,292 and $1,613,646 at fair value
as of September 30, 2022 and December 31, 2021, respectively)
9,242,357 5,501,305
Investments in real estate debt 8,081,409 6,970,606
Real estate loans held by consolidated securitization vehicles, at fair value 17,390,941 17,055,986
Cash and cash equivalents 1,676,732 989,674
Restricted cash 1,524,831 2,428,907
Other assets 8,193,276 6,450,733
Total assets $ 144,902,652 $ 106,338,864
Liabilities and Equity
Mortgage notes, secured term loans, and secured revolving credit facilities, net $ 63,540,348 $ 41,327,388
Secured financings of investments in real estate debt 5,050,044 4,706,632
Senior obligations of consolidated securitization vehicles, at fair value 15,600,814 15,030,653
Unsecured revolving credit facilities and term loans 826,923 —
Due to affiliates 2,173,512 1,309,447
Other liabilities 5,100,720 4,184,148
Total liabilities 92,292,361 66,558,268
Commitments and contingencies — —
Redeemable non-controlling interests 586,795 750,670
Equity
Common stock — Class S shares, $0.01 par value per share, 3,000,000 shares authorized; 1,588,546 and 1,254,348 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively 15,885 12,543
Common stock — Class I shares, $0.01 par value per share, 6,000,000 shares authorized; 2,446,025 and 2,086,631 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively 24,460 20,865
Common stock — Class T shares, $0.01 par value per share, 500,000 shares authorized; 73,224 and 57,287 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively 732 573
Common stock — Class D shares, $0.01 par value per share, 500,000 shares authorized; 415,535 and 291,087 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively 4,155 2,911
Additional paid-in capital 53,782,051 42,249,094
Accumulated other comprehensive income (loss) 364,749 (9,569)
Accumulated deficit and cumulative distributions (7,871,239) (5,631,014)
Total stockholders’ equity 46,320,793 36,645,403
Non-controlling interests attributable to third party joint ventures 4,206,552 1,744,256
Non-controlling interests attributable to BREIT OP unitholders 1,496,151 640,267
Total equity 52,023,496 39,029,926
Total liabilities and equity $ 144,902,652 $ 106,338,864


	March 31, 2023		December 31, 2022
Assets
Investments in real estate, net	$	97,177,003	$	98,149,492
Investments in unconsolidated entities (includes $5,032,399 and $4,947,251 at fair value as of March 31, 2023 and December 31, 2022, respectively)	8,581,171		9,369,402
Investments in real estate debt	7,820,403		8,001,703
Real estate loans held by consolidated securitization vehicles, at fair value	16,948,146		17,030,387
Cash and cash equivalents	2,368,212		1,281,292
Restricted cash	820,302		973,200
Other assets	6,984,579		7,881,948
Total assets	$	140,699,816	$	142,687,424

Liabilities and Equity
Mortgage notes, secured term loans, and secured revolving credit facilities, net	$	62,105,875	$	64,962,703
Secured financings of investments in real estate debt	4,876,746		4,966,685
Senior obligations of consolidated securitization vehicles, at fair value	15,214,633		15,288,598
Unsecured revolving credit facilities and term loans	1,126,923		1,126,923
Due to affiliates	1,281,375		1,676,308
Other liabilities	4,250,000		3,912,033
Total liabilities	88,855,552		91,933,250

Commitments and contingencies	—		—
Redeemable non-controlling interests	236,874		553,423

Equity

Common stock — Class S shares, $0.01 par value per share, 3,000,000 shares authorized; 1,582,436 and 1,597,414 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively	15,824		15,974
Common stock — Class I shares, $0.01 par value per share, 6,000,000 shares authorized; 2,827,354 and 2,394,737 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively	28,274		23,947
Common stock — Class T shares, $0.01 par value per share, 500,000 shares authorized; 70,538 and 72,599 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively	705		726
Common stock — Class D shares, $0.01 par value per share, 500,000 shares authorized; 166,792 and 421,428 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively	1,668		4,214
Common stock — Class C shares, $0.01 par value per share, 500,000 shares authorized; 1,085 and 0 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively	11		—
Additional paid-in capital	55,971,090		53,212,494
Accumulated other comprehensive income	231,651		393,928
Accumulated deficit and cumulative distributions	(10,516,519)		(9,196,019)
Total stockholders’ equity	45,732,704		44,455,264
Non-controlling interests attributable to third party joint ventures	4,209,810		4,278,895
Non-controlling interests attributable to BREIT OP unitholders	1,664,876		1,466,592
Total equity	51,607,390		50,200,751
Total liabilities and equity	$	140,699,816	$	142,687,424

See accompanying notes to condensed consolidated financial statements.


Blackstone Real Estate Income Trust, Inc. Condensed Consolidated Statements of Operations (Unaudited) (in thousands, except per share data)


		Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
		2022		2021		2022		2021				2023		2022
Revenues	Revenues										Revenues
Rental revenue	Rental revenue	$	1,825,984	$	808,098	$	4,578,797	$	2,141,823		Rental revenue	$	1,988,065	$	1,303,720
Hospitality revenue	Hospitality revenue	193,141		127,507		538,038		288,310			Hospitality revenue	201,221		147,245
Other revenue	Other revenue	109,785		43,704		254,141		92,814			Other revenue	98,654		68,100
Total revenues	Total revenues	2,128,910		979,309		5,370,976		2,522,947			Total revenues	2,287,940		1,519,065

Expenses	Expenses										Expenses
Rental property operating	Rental property operating	850,599		314,017		2,067,185		799,707			Rental property operating	892,189		566,987
Hospitality operating	Hospitality operating	137,345		92,280		376,620		223,053			Hospitality operating	133,823		103,463
General and administrative	General and administrative	13,223		7,106		38,082		21,855			General and administrative	17,176		13,106
Management fee	Management fee	219,778		122,866		621,556		288,144			Management fee	221,138		189,150
Performance participation allocation	Performance participation allocation	194,361		449,822		817,527		892,410			Performance participation allocation	—		411,569

Impairment of investments in real estate											Impairment of investments in real estate	12,499		—
Depreciation and amortization	Depreciation and amortization	1,127,701		482,045		3,001,101		1,282,053			Depreciation and amortization	999,385		915,051
Total expenses	Total expenses	2,543,007		1,468,136		6,922,071		3,507,222			Total expenses	2,276,210		2,199,326

Other income (expense)	Other income (expense)										Other income (expense)
(Loss) income from unconsolidated entities		(73,009)		78,445		51,502		183,155
Income from unconsolidated entities											Income from unconsolidated entities	444,658		184,225
Income (loss) from investments in real estate debt	Income (loss) from investments in real estate debt	86,493		59,567		(73,257)		344,440			Income (loss) from investments in real estate debt	153,471		(18,370)
Change in net assets of consolidated securitization vehicles	Change in net assets of consolidated securitization vehicles	(8,798)		23,485		(68,407)		94,546			Change in net assets of consolidated securitization vehicles	29,254		(15,674)
Income from equity securities and interest rate derivatives		1,158,717		178,212		2,049,697		412,571
Net gain (loss) on dispositions of real estate		317,981		(9,586)		740,395		13,216
(Loss) income from interest rate derivatives											(Loss) income from interest rate derivatives	(620,250)		675,790
Net gain on dispositions of real estate											Net gain on dispositions of real estate	121,003		205,262

Interest expense	Interest expense	(703,203)		(204,444)		(1,483,991)		(567,252)			Interest expense	(800,009)		(346,259)
Loss on extinguishment of debt		(3,266)		(3,372)		(10,665)		(9,545)
(Loss) gain on extinguishment of debt											(Loss) gain on extinguishment of debt	(5,258)		1,395
Other expense	Other expense	(15,939)		(634)		(23,787)		(1,708)			Other expense	(27,060)		(102,687)
Total other income (expense)		758,976		121,673		1,181,487		469,423
Net income (loss)		$	344,879	$	(367,154)	$	(369,608)	$	(514,852)
Total other (expense) income											Total other (expense) income	(704,191)		583,682
Net loss											Net loss	$	(692,461)	$	(96,579)
Net loss attributable to non-controlling interests in third party joint ventures	Net loss attributable to non-controlling interests in third party joint ventures	$	43,549	$	5,472	$	119,151	$	5,149		Net loss attributable to non-controlling interests in third party joint ventures	$	74,358	$	44,255
Net (income) loss attributable to non-controlling interests in BREIT OP unit holders		(16,261)		4,393		1,946		$	6,129
Net income (loss) attributable to BREIT stockholders		$	372,167	$	(357,289)	$	(248,511)	$	(503,574)
Net income (loss) per share of common stock — basic and diluted		$	0.08	$	(0.12)	$	(0.06)	$	(0.21)
Net loss attributable to non-controlling interests in BREIT OP unit holders											Net loss attributable to non-controlling interests in BREIT OP unit holders	17,048		656
Net loss attributable to BREIT stockholders											Net loss attributable to BREIT stockholders	$	(601,055)	$	(51,668)
Net loss per share of common stock — basic and diluted											Net loss per share of common stock — basic and diluted	$	(0.13)	$	(0.01)
Weighted-average shares of common stock outstanding, basic and diluted	Weighted-average shares of common stock outstanding, basic and diluted	4,484,761		2,873,453		4,291,557		2,379,158			Weighted-average shares of common stock outstanding, basic and diluted	4,662,301		4,001,087

See accompanying notes to condensed consolidated financial statements.


Blackstone Real Estate Income Trust, Inc. Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (in thousands)

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Net income (loss) $ 344,879 $ (367,154) $ (369,608) $ (514,852)
Other comprehensive income (loss):
Foreign currency translation losses, net (59,893) (8,643) (100,902) (8,643)
Unrealized gain on derivatives 428,857 — 428,857 —
Unrealized gain on derivatives from unconsolidated entities 122,466 — 149,348 —
Other comprehensive income (loss) 491,430 (8,643) 477,303 (8,643)
Comprehensive income (loss) 836,309 (375,797) 107,695 (523,495)
Comprehensive (income) loss attributable to non-controlling interests in third party joint ventures (49,272) 5,472 26,330 5,149
Comprehensive (income) loss attributable to non-controlling interests in BREIT OP unit holders (26,425) 4,393 (8,218) 6,129
Comprehensive income (loss) attributable to BREIT stockholders $ 760,612 $ (365,932) $ 125,807 $ (512,217)


	Three Months Ended March 31,
		2023		2022
Net loss		$	(692,461)	$	(96,579)
Other comprehensive loss:
Foreign currency translation gains (losses), net		10,465		(6,592)
Unrealized loss on derivatives		(151,255)		—
Unrealized loss on derivatives from unconsolidated entities		(57,231)		(16,000)
Other comprehensive loss		(198,021)		(22,592)
Comprehensive loss		(890,482)		(119,171)
Comprehensive loss attributable to non-controlling interests in third party joint ventures		106,221		44,255
Comprehensive loss attributable to non-controlling interests in BREIT OP unit holders		20,929		656
Comprehensive loss attributable to BREIT stockholders		$	(763,332)	$	(74,260)

See accompanying notes to condensed consolidated financial statements.


Blackstone Real Estate Income Trust, Inc. Condensed Consolidated Statements of Changes in Equity (Unaudited) (in thousands, except per share data)


	Par Value												Accumulated Other Comprehensive (Loss) Income		Accumulated Deficit and Cumulative Distributions				Non- controlling Interests Attributable to Third Party Joint Ventures		Non- controlling Interests Attributable to BREIT OP Unitholders
	Common Stock Class S		Common Stock Class I		Common Stock Class T		Common Stock Class D		Common Stock Class C		Additional Paid-in Capital						Total Stockholders' Equity						Total Equity
Balance at December 31, 2022	$	15,974	$	23,947	$	726	$	4,214	$	—	$	53,212,494	$	393,928	$	(9,196,019)	$	44,455,264	$	4,278,895	$	1,466,592	$	50,200,751
Common stock issued (transferred)	113		5,913		(7)		(2,450)		11		5,434,632		—		—		5,438,212		—		—		5,438,212
Reduction in accrual for offering costs, net	—		—		—		—		—		336,413		—		—		336,413		—		—		336,413
Distribution reinvestment	79		128		4		22		—		344,417		—		—		344,650		—		—		344,650
Common stock/units repurchased	(342)		(1,787)		(18)		(118)		—		(3,340,654)		—		—		(3,342,919)		—		(45,984)		(3,388,903)
Amortization of compensation awards	—		73		—		—		—		7,225		—		—		7,298		—		2,114		9,412
Net loss ($436 of net income allocated to redeemable non‑controlling interests)	—		—		—		—		—		—		—		(601,055)		(601,055)		(73,096)		(18,746)		(692,897)
Other comprehensive loss ($235 of other comprehensive income allocated to redeemable non‑controlling interests)	—		—		—		—		—		—		(162,277)		—		(162,277)		(31,873)		(4,106)		(198,256)
Distributions declared on common stock ($0.1663 gross per share)	—		—		—		—		—		—		—		(719,445)		(719,445)		—		—		(719,445)
Contributions from non-controlling interests	—		—		—		—		—		—		—		—		—		89,932		287,349		377,281
Distributions to and redemptions of non-controlling interests	—		—		—		—		—		5,534		—		—		5,534		(54,048)		(22,343)		(70,857)
Allocation to redeemable non-controlling interests	—		—		—		—		—		(28,971)		—		—		(28,971)		—		—		(28,971)
Balance at March 31, 2023	$	15,824	$	28,274	$	705	$	1,668	$	11	$	55,971,090	$	231,651	$	(10,516,519)	$	45,732,704	$	4,209,810	$	1,664,876	$	51,607,390


	Par Value										Accumulated Other Comprehensive Loss		Accumulated Deficit and Cumulative Distributions				Non- controlling Interests Attributable to Third Party Joint Ventures		Non- controlling Interests Attributable to BREIT OP Unitholders
	Common Stock Class S		Common Stock Class I		Common Stock Class T		Common Stock Class D		Additional Paid-in Capital						Total Stockholders' Equity						Total Equity
Balance at December 31, 2021	$	12,543	$	20,865	$	573	$	2,911	$	42,249,094	(9,569)		$	(5,631,014)	$	36,645,403	$	1,744,256	$	640,267	$	39,029,926
Common stock issued	1,699		3,279		78		479		8,000,740		—		—		8,006,275		—		—		8,006,275
Offering costs	—		—		—		—		(285,297)		—		—		(285,297)		—		—		(285,297)
Distribution reinvestment	74		116		4		18		307,088		—		—		307,300		—		—		307,300
Common stock/units repurchased	(52)		(807)		(4)		(9)		(1,254,562)		—		—		(1,255,434)		—		(8,172)		(1,263,606)
Amortization of compensation awards	—		40		—		—		3,977		—		—		4,017		—		5,768		9,785
Net loss ($1,195 allocated to redeemable non-controlling interests)	—		—		—		—		—		—		(51,668)		(51,668)		(39,947)		(3,769)		(95,384)
Other comprehensive loss	—		—		—		—		—		(22,592)		—		(22,592)		—		—		(22,592)
Distributions declared on common stock ($0.1662 gross per share)	—		—		—		—		—		—		(617,477)		(617,477)		—		—		(617,477)
Contributions from non-controlling interests	—		—		—		—		—		—		—		—		836		520,160		520,996
Distributions to and redemptions of non-controlling interests	—		—		—		—		(4,029)		—		—		(4,029)		(24,638)		(15,479)		(44,146)
Allocation to redeemable non-controlling interests	—		—		—		—		(35,702)		—		—		(35,702)		—		—		(35,702)
Balance at March 31, 2022	$	14,264	$	23,493	$	651	$	3,399	$	48,981,309	$	(32,161)	$	(6,300,159)	$	42,690,796	$	1,680,507	$	1,138,775	$	45,510,078

Par Value Accumulated
Other Comprehensive Loss Accumulated
Deficit and
Cumulative
Distributions Non-
controlling
Interests
Attributable
to Third Party
Joint Ventures Non-
controlling
Interests
Attributable
to BREIT OP
Unitholders
Common
Stock
Class S Common
Stock
Class I Common
Stock
Class T Common
Stock
Class D Additional
Paid-in
Capital Total Stockholders’ Equity Total
Equity
Balance at June 30, 2021 $ 9,218 $ 13,262 $ 502 $ 1,815 $ 26,842,197 $ — $ (4,008,476) $ 22,858,518 $ 153,817 $ 250,150 $ 23,262,485
Common stock issued 1,561 3,639 37 612 7,446,347 — — 7,452,196 — — 7,452,196
Offering costs — — — — (249,159) — — (249,159) — — (249,159)
Distribution reinvestment 65 83 3 13 211,879 — — 212,043 — — 212,043
Common stock/units repurchased (29) (123) (3) (5) (205,990) — — (206,150) — — (206,150)
Amortization of compensation awards — 2 — — 151 — — 153 — 1,177 1,330
Net loss ($382 allocated to redeemable non‑controlling interests) — — — — — — (357,289) (357,289) (5,092) (4,391) (366,772)
Other comprehensive loss — — — — — (8,643) — (8,643) — — (8,643)
Distributions declared on common stock ($0.1637 gross per share) — — — — — — (438,422) (438,422) — — (438,422)
Contributions from non-controlling interests — — — — — — — — 603,165 167,946 771,111
Distributions to and redemptions of non-controlling interests — — — — — — — — (3,695) (5,280) (8,975)
Allocation to redeemable non-controlling interests — — — — (24,843) — — (24,843) — — (24,843)
Balance at September 30, 2021 $ 10,815 $ 16,863 $ 539 $ 2,435 $ 34,020,582 $ (8,643) $ (4,804,187) $ 29,238,404 $ 748,195 $ 409,602 $ 30,396,201

See accompanying notes to condensed consolidated financial statements.


Blackstone Real Estate Income Trust, Inc. Condensed Consolidated Statements of ~~Changes in Equity (Unaudited)~~ ~~(in thousands, except per share data)~~

Par Value Accumulated
Other Comprehensive (Loss) Income Accumulated
Deficit and
Cumulative
Distributions Non-
controlling
Interests
Attributable
to Third Party
Joint Ventures Non-
controlling
Interests
Attributable
to BREIT OP
Unitholders
Common
Stock
Class S Common
Stock
Class I Common
Stock
Class T Common
Stock
Class D Additional
Paid-in
Capital Total
Stockholders'
Equity Total
Equity
Balance at December 31, 2021 $ 12,543 $ 20,865 $ 573 $ 2,911 $ 42,249,094 $ (9,569) $ (5,631,014) $ 36,645,403 $ 1,744,256 $ 640,267 $ 39,029,926
Common stock issued 3,576 7,304 173 1,277 18,272,093 — — 18,284,423 — — 18,284,423
Offering costs — — — — (599,518) — — (599,518) — — (599,518)
Distribution reinvestment 237 378 12 62 1,018,673 — — 1,019,362 — — 1,019,362
Common stock/units repurchased (471) (4,231) (26) (95) (7,176,065) — — (7,180,888) — (20,168) (7,201,056)
Amortization of compensation awards — 144 — — 14,261 — — 14,405 — 14,372 28,777
Net loss ($2,060 allocated to redeemable non‑controlling interests) — — — — — — (248,511) (248,511) (116,560) (2,477) (367,548)
Other comprehensive income — — — — — 374,318 — 374,318 92,821 10,164 477,303
Distributions declared on common stock ($0.5010 gross per share) — — — — — — (1,991,714) (1,991,714) — — (1,991,714)
Contributions from non-controlling interests — — — — — — — — 2,642,723 908,443 3,551,166
Distributions to and redemptions of non-controlling interests — — — — 49,354 — — 49,354 (156,688) (54,450) (161,784)
Allocation to redeemable non-controlling interests — — — — (45,841) — — (45,841) — — (45,841)
Balance at September 30, 2022 $ 15,885 $ 24,460 $ 732 $ 4,155 $ 53,782,051 $ 364,749 $ (7,871,239) $ 46,320,793 $ 4,206,552 $ 1,496,151 $ 52,023,496

Par Value Accumulated
Other Comprehensive Loss Accumulated Deficit and
Cumulative
Distributions Non-
controlling
Interests
Attributable
to Third Party
Joint Ventures Non-
controlling
Interests
Attributable
to BREIT OP
Unitholders
Common
Stock
Class S Common
Stock
Class I Common
Stock
Class T Common
Stock
Class D Additional
Paid-in
Capital Total
Stockholders'
Equity Total
Equity
Balance at December 31, 2020 $ 7,029 $ 9,270 $ 459 $ 1,241 $ 19,059,045 — $ (3,224,318) $ 15,852,726 $ 143,253 $ 187,972 $ 16,183,951
Common stock issued 3,741 8,010 81 1,178 15,957,649 — — 15,970,659 — — 15,970,659
Offering costs — — — — (540,776) — — (540,776) — — (540,776)
Distribution reinvestment 183 208 10 34 535,004 — — 535,439 — — 535,439
Common stock/units repurchased (138) (629) (11) (18) (956,242) — — (957,038) (129) (1,450) (958,617)
Amortization of compensation awards — 4 — — 395 — — 399 — 3,046 3,445
Net loss ($920 allocated to redeemable non-controlling interests) — — — — — — (503,574) (503,574) (4,233) (6,125) (513,932)
Other comprehensive loss — — — — — (8,643) — (8,643) — — (8,643)
Distributions declared on common stock ($0.4852 gross per share) — — — — — — (1,076,295) (1,076,295) — — (1,076,295)
Contributions from non-controlling interests — — — — — — — — 619,991 240,412 860,403
Distributions to and redemptions of non-controlling interests — — — — — — — — (10,687) (14,253) (24,940)
Allocation to redeemable non-controlling interests — — — — (34,493) — — (34,493) — — (34,493)
Balance at September 30, 2021 $ 10,815 $ 16,863 $ 539 $ 2,435 $ 34,020,582 $ (8,643) $ (4,804,187) $ 29,238,404 $ 748,195 $ 409,602 $ 30,396,201

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


~~Blackstone Real Estate Income Trust, Inc.~~ ~~Condensed Consolidated Statements of~~ Cash Flows (Unaudited) (in thousands)


		Nine Months Ended September 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 loss	Net loss	$	(369,608)	$	(514,852)		Net loss	$	(692,461)	$	(96,579)
Adjustments to reconcile net loss to net cash provided by operating activities:	Adjustments to reconcile net loss to net cash provided by operating activities:						Adjustments to reconcile net loss to net cash provided by operating activities:
Management fee	Management fee	621,556		288,144			Management fee	221,138		189,150
Performance participation allocation	Performance participation allocation	817,527		892,410			Performance participation allocation	—		411,569

Impairment of investments in real estate							Impairment of investments in real estate	12,499		—
Depreciation and amortization	Depreciation and amortization	3,001,101		1,282,053			Depreciation and amortization	999,385		915,051
Net gain on dispositions of real estate	Net gain on dispositions of real estate	(740,395)		(13,216)			Net gain on dispositions of real estate	(121,003)		(205,262)
Loss on extinguishment of debt		10,665		9,545
Unrealized gain on changes in fair value of financial instruments		(1,105,459)		(668,503)
Realized (gain) loss on sale of real estate-related equity securities		(376,046)		23,285
Loss (gain) on extinguishment of debt							Loss (gain) on extinguishment of debt	5,258		(1,395)
Unrealized loss (gain) on fair value of financial instruments							Unrealized loss (gain) on fair value of financial instruments	635,715		(175,457)
Realized gain on sale of real estate-related equity securities							Realized gain on sale of real estate-related equity securities	—		(240,694)
Income from unconsolidated entities	Income from unconsolidated entities	(51,502)		(183,155)			Income from unconsolidated entities	(444,658)		(184,225)
Distributions of earnings from unconsolidated entities	Distributions of earnings from unconsolidated entities	176,551		84,315			Distributions of earnings from unconsolidated entities	28,385		69,570
Other items	Other items	42,993		(44,694)			Other items	85,909		17,000
Change in assets and liabilities:	Change in assets and liabilities:						Change in assets and liabilities:
(Increase) decrease in other assets	(Increase) decrease in other assets	(440,254)		(166,966)			(Increase) decrease in other assets	(89,240)		(79,263)
Increase (decrease) in due to affiliates		(1,267)		(1,109)
Increase in due to affiliates							Increase in due to affiliates	1,943		3,281
Increase (decrease) in other liabilities	Increase (decrease) in other liabilities	612,118		203,156			Increase (decrease) in other liabilities	(77,023)		77
Net cash provided by operating activities	Net cash provided by operating activities	2,197,980		1,190,413			Net cash provided by operating activities	565,847		622,823
Cash flows from investing activities:	Cash flows from investing activities:						Cash flows from investing activities:
Acquisitions of real estate	Acquisitions of real estate	(30,474,609)		(9,932,224)			Acquisitions of real estate	(34,795)		(2,221,780)
Capital improvements to real estate	Capital improvements to real estate	(843,665)		(348,139)			Capital improvements to real estate	(350,472)		(196,224)
Proceeds from disposition of real estate	Proceeds from disposition of real estate	2,119,196		194,575			Proceeds from disposition of real estate	773,552		571,225
Refunds of (pre-acquisition costs/deposits)		23,988		(593,566)
Refunds of pre-acquisition costs/deposits							Refunds of pre-acquisition costs/deposits	12,959		37,692
Investment in unconsolidated entities	Investment in unconsolidated entities	(3,803,054)		(3,336,486)			Investment in unconsolidated entities	(161,132)		(551,580)
Return of capital from unconsolidated entities		24,103		—
Dispositions of and return of capital from unconsolidated entities							Dispositions of and return of capital from unconsolidated entities	1,261,299		15,954
Purchase of investments in real estate debt	Purchase of investments in real estate debt	(4,321,394)		(3,058,345)			Purchase of investments in real estate debt	(81,141)		(1,414,261)
Proceeds from consolidation of previously unconsolidated entities							Proceeds from consolidation of previously unconsolidated entities	16,550		—
Proceeds from sale/repayment of investments in real estate debt	Proceeds from sale/repayment of investments in real estate debt	2,321,166		1,051,377			Proceeds from sale/repayment of investments in real estate debt	295,944		412,323
Purchase of real estate-related equity securities	Purchase of real estate-related equity securities	(1,195,329)		(1,738,385)			Purchase of real estate-related equity securities	(376)		(1,045,329)
Proceeds from sale of real estate-related equity securities	Proceeds from sale of real estate-related equity securities	3,363,576		—			Proceeds from sale of real estate-related equity securities	—		967,347
Proceeds from paydowns of real estate loans held by consolidated securitization vehicles		1,512,094		5,231
Proceeds from settlement of derivative contracts		103,047		—
Proceeds from repayments of real estate loans held by consolidated securitization vehicles							Proceeds from repayments of real estate loans held by consolidated securitization vehicles	53,233		444,831

Payments on settlement of derivative contracts							Payments on settlement of derivative contracts	(2,803)		—
Collateral posted under derivative contracts	Collateral posted under derivative contracts	(14,286)		—			Collateral posted under derivative contracts	(3,848)		—
Net cash used in investing activities		(31,185,167)		(17,755,962)
Net cash provided by (used in) investing activities							Net cash provided by (used in) investing activities	1,778,970		(2,979,802)
Cash flows from financing activities:	Cash flows from financing activities:						Cash flows from financing activities:
Proceeds from issuance of common stock	Proceeds from issuance of common stock	15,795,341		15,183,976			Proceeds from issuance of common stock	4,941,929		5,952,091
Offering costs paid	Offering costs paid	(212,556)		(118,997)			Offering costs paid	(61,255)		(72,157)
Subscriptions received in advance	Subscriptions received in advance	577,014		1,720,934			Subscriptions received in advance	137,687		1,843,583
Repurchase of common stock	Repurchase of common stock	(6,411,085)		(843,042)			Repurchase of common stock	(2,827,722)		(965,715)
Repurchase of management fee shares		—		(172,230)

Borrowings under mortgage notes, secured term loans, and secured revolving credit facilities	Borrowings under mortgage notes, secured term loans, and secured revolving credit facilities	30,074,150		7,614,710			Borrowings under mortgage notes, secured term loans, and secured revolving credit facilities	822,020		2,442,063
Repayments of mortgage notes, secured term loans, and secured revolving credit facilities	Repayments of mortgage notes, secured term loans, and secured revolving credit facilities	(11,944,541)		(4,966,542)			Repayments of mortgage notes, secured term loans, and secured revolving credit facilities	(3,792,768)		(2,699,283)
Borrowings under secured financings of investments in real estate debt	Borrowings under secured financings of investments in real estate debt	1,909,892		916,684			Borrowings under secured financings of investments in real estate debt	58,801		541,821
Repayments of secured financings of investments in real estate debt	Repayments of secured financings of investments in real estate debt	(1,504,130)		(275,980)			Repayments of secured financings of investments in real estate debt	(154,623)		(674,264)
Borrowings under affiliate unsecured revolving credit facility		—		950,000
Repayments of affiliate unsecured revolving credit facility		—		(950,000)
Repayments of unsecured revolving credit facilities and term loans		(615,385)		(160,000)
Borrowings under unsecured revolving credit facilities and term loans		1,442,308		160,000

Payment of deferred financing costs	Payment of deferred financing costs	(387,711)		(51,696)			Payment of deferred financing costs	(42,457)		(26,514)
Redemption of redeemable non-controlling interest		(26,639)		(111,949)
Contributions from redeemable non-controlling interest							Contributions from redeemable non-controlling interest	50		—
Distributions to and redemption of redeemable non-controlling interest							Distributions to and redemption of redeemable non-controlling interest	(1,877)		(26,639)
Redemption of affiliate service provider incentive compensation awards	Redemption of affiliate service provider incentive compensation awards	(143)		(1,083)			Redemption of affiliate service provider incentive compensation awards	(38)		—
Contributions from non-controlling interests	Contributions from non-controlling interests	2,409,497		637,158			Contributions from non-controlling interests	7,564		30,644
Distributions to and redemptions of non-controlling interests	Distributions to and redemptions of non-controlling interests	(163,663)		(19,876)			Distributions to and redemptions of non-controlling interests	(82,141)		(47,060)
Distributions	Distributions	(925,610)		(474,565)			Distributions	(365,054)		(280,278)
Borrowings of senior obligations of consolidated securitization vehicles		96,639		118,908
Repayment of senior obligations of consolidated securitization vehicles		(1,332,679)		(5,231)
Net cash provided by financing activities		28,780,699		19,151,179

Repayments of senior obligations of consolidated securitization vehicles							Repayments of senior obligations of consolidated securitization vehicles	(50,858)		(473,731)
Net cash (used in) provided by financing activities							Net cash (used in) provided by financing activities	(1,410,742)		5,544,561
Net change in cash and cash equivalents and restricted cash	Net change in cash and cash equivalents and restricted cash	(206,488)		2,585,630			Net change in cash and cash equivalents and restricted cash	934,075		3,187,582
Cash and cash equivalents and restricted cash, beginning of period		3,418,581		1,044,523
Effects of currency translation on cash, cash equivalents and restricted cash		(10,530)		935
Cash and cash equivalents and restricted cash, end of period		$	3,201,563	$	3,631,088
Cash, cash equivalents and restricted cash, beginning of year							Cash, cash equivalents and restricted cash, beginning of year	2,254,492		3,418,581
Effects of foreign currency translation on cash, cash equivalents and restricted cash							Effects of foreign currency translation on cash, cash equivalents and restricted cash	(53)		(1,944)
Cash, cash equivalents and restricted cash, end of year							Cash, cash equivalents and restricted cash, end of year	$	3,188,514	$	6,604,219

Reconciliation of cash and cash equivalents and restricted cash to the consolidated balance sheets:
Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets:							Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets:
Cash and cash equivalents	Cash and cash equivalents	$	1,676,732	$	1,560,719		Cash and cash equivalents	$	2,368,212	$	3,824,779
Restricted cash	Restricted cash	1,524,831		2,070,369			Restricted cash	820,302		2,779,440
Total cash and cash equivalents and restricted cash		$	3,201,563	$	3,631,088
Total cash, cash equivalents and restricted cash							Total cash, cash equivalents and restricted cash	$	3,188,514	$	6,604,219


Non-cash investing and financing activities:	Non-cash investing and financing activities:					Non-cash investing and financing activities:
Assumption of mortgage notes in conjunction with acquisitions of real estate	Assumption of mortgage notes in conjunction with acquisitions of real estate	$	4,116,086	$	2,353,084	Assumption of mortgage notes in conjunction with acquisitions of real estate	$	—	$	235,772
Assumption of other assets and liabilities in conjunction with acquisitions of real estate	Assumption of other assets and liabilities in conjunction with acquisitions of real estate	$	186,217	$	51,824	Assumption of other assets and liabilities in conjunction with acquisitions of real estate	$	6,757	$	32,676
Issuance of BREIT OP units as consideration for acquisitions of real estate		$	203,700	$	165,746
Assumption of other liabilities in conjunction with acquisitions of investments in unconsolidated entities		$	—	$	9,435
Recognition of financing lease liability		$	—	$	16,855
Issuance of BREIT OP units as consideration for acquisitions of real estate and purchases of non-controlling interests						Issuance of BREIT OP units as consideration for acquisitions of real estate and purchases of non-controlling interests	$	—	$	79,577

Accrued pre-acquisition costs	Accrued pre-acquisition costs	$	15	$	8,797	Accrued pre-acquisition costs	$	—	$	15
Accrued capital expenditures and acquisition related costs	Accrued capital expenditures and acquisition related costs	$	22,645	$	18,276	Accrued capital expenditures and acquisition related costs	$	—	$	6,326

Acquired non-controlling interests		$	521,868	$	—

Accrued distributions	Accrued distributions	$	51,043	$	67,264	Accrued distributions	$	10,529	$	31,865
Decrease in accrued stockholder servicing fee due to affiliate						Decrease in accrued stockholder servicing fee due to affiliate	$	398,094	$	—
Accrued stockholder servicing fee due to affiliate	Accrued stockholder servicing fee due to affiliate	$	392,325	$	423,471	Accrued stockholder servicing fee due to affiliate	$	—	$	217,595
Redeemable non-controlling interest issued as settlement of performance participation allocation	Redeemable non-controlling interest issued as settlement of performance participation allocation	$	360,504	$	192,648	Redeemable non-controlling interest issued as settlement of performance participation allocation	$	—	$	67,233
Exchange of redeemable non-controlling interest for Class I shares		$	128,205	$	12,246
Issuance of class I shares for payment of management fee						Issuance of class I shares for payment of management fee	$	219,860	$	179,068

Exchange of redeemable non-controlling interest for Class I or Class C shares						Exchange of redeemable non-controlling interest for Class I or Class C shares	$	65,313	$	128,205
Exchange of redeemable non-controlling interest for Class I or Class B units	Exchange of redeemable non-controlling interest for Class I or Class B units	$	440,116	$	68,453	Exchange of redeemable non-controlling interest for Class I or Class B units	$	278,990	$	434,717

Allocation to redeemable non-controlling interest	Allocation to redeemable non-controlling interest	$	45,841	$	34,493	Allocation to redeemable non-controlling interest	$	28,971	$	35,702
Distribution reinvestment	Distribution reinvestment	$	1,019,362	$	535,439	Distribution reinvestment	$	344,650	$	307,300
Accrued common stock repurchases	Accrued common stock repurchases	$	872,155	$	75,308	Accrued common stock repurchases	$	694,720	$	393,509

Mortgage payable proceeds in escrow		$	91,147	$	—
Investment in single family homes risk retention securities		$	117,073	$	—
Payable for unsettled investments in real estate debt		$	—	$	236,686
Receivable for unsettled investments in real estate debt		$	31,993	$	5,233
Net gain on buyout of non-controlling interest		$	53,383	$	—

Receivable for proceeds from disposition of real estate						Receivable for proceeds from disposition of real estate	$	1,373	$	—

Net increase in additional paid-in capital resulting from purchases of non-controlling interest						Net increase in additional paid-in capital resulting from purchases of non-controlling interest	$	6,709	$	—
Consolidation of securitization vehicles	Consolidation of securitization vehicles	$	2,348,079	$	5,889,628	Consolidation of securitization vehicles	$	—	$	427,771
Deconsolidation of securitization vehicles		$	—	$	(758,500)

Increases (Decreases) in assets and liabilities resulting from consolidation of previously unconsolidated entities:						Increases (Decreases) in assets and liabilities resulting from consolidation of previously unconsolidated entities:
Investments in real estate, net						Investments in real estate, net	$	252,808	$	—
Other assets						Other assets	$	(9,132)	$	—
Mortgage notes, net						Mortgage notes, net	$	101,494	$	—
Other liabilities						Other liabilities	$	21,190	$	—
Non-controlling interests attributable to third party joint ventures						Non-controlling interests attributable to third party joint ventures	$	84,387	$	—

See accompanying notes to condensed consolidated financial statements.

Blackstone Real Estate Income Trust, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Organization and Business Purpose

Blackstone Real Estate Income Trust, Inc. (“BREIT” or the “Company”) invests primarily in stabilized income-generating commercial real estate in the United ~~States. To~~States and, to a lesser extent, ~~the Company invests~~ outside the ~~U.S. and~~United States. The Company to a lesser extent invests in real estate ~~debt.~~debt investments. The Company is the sole general partner and majority limited partner of BREIT Operating Partnership L.P., a Delaware limited partnership (“BREIT OP”). BREIT Special Limited Partner L.P. (the “Special Limited Partner”), a wholly-owned subsidiary of Blackstone Inc. (together with its affiliates, “Blackstone”), owns a special limited partner interest in BREIT OP. Substantially all of the Company’s business is conducted through BREIT OP. The Company and BREIT OP are externally managed by BX REIT Advisors L.L.C. (the “Adviser”). The Adviser is part of the real estate group of Blackstone, a leading global investment manager. The Company was formed on November 16, 2015 as a Maryland corporation and qualifies as a real estate investment trust (“REIT”) for U.S. federal income tax purposes.

The Company registered an offering with the Securities and Exchange Commission (the “SEC”) of up to $60.0 billion in shares of common stock, consisting of up to $48.0 billion in shares in its primary offering and up to $12.0 billion in shares pursuant to its distribution reinvestment plan, which the Company began using to offer shares of its common stock in March 2022 (the “Current Offering”). As of ~~September 30, 2022,~~March 31, 2023, the Company had received aggregate net proceeds of ~~$63.6~~$72.0 billion from selling shares of the Company’s common stock through the Current Offering, prior offerings registered with the SEC, and in unregistered private offerings. The Company intends to sell any combination of four classes of shares of its common stock, with a dollar value up to the maximum aggregate amount of the Current Offering. The share classes have different upfront selling commissions, dealer manager fees and ongoing stockholder servicing fees. The Company intends to continue selling shares on a monthly basis.

As of ~~September 30, 2022,~~March 31, 2023, the Company owned ~~5,206~~5,113 properties and ~~28,165~~28,616 single family rental homes. The Company currently operates in nine reportable segments: Rental Housing, Industrial, Net Lease, Data Centers, Hospitality, Self Storage, Retail, and Office properties, and Investments in Real Estate Debt. Rental Housing includes multifamily and other types of rental housing such as manufactured, student, affordable and single family rental housing, as well as senior living. Net Lease includes the real estate assets of The Bellagio Las Vegas (the “Bellagio”), and The Cosmopolitan of Las Vegas (the “Cosmopolitan”) and the unconsolidated interest in the MGM Grand and Mandalay Bay joint venture. Any additional unconsolidated interests are included in the respective property segment as further described in Note 4 — Investments in Unconsolidated Entities.. Financial results by segment are reported in Note 16 — Segment Reporting.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The condensed consolidated financial statements, including the condensed notes thereto, are unaudited and exclude some of the disclosures required in audited financial statements. Management believes it has made all necessary adjustments, consisting of only normal recurring items, so that the condensed consolidated financial statements are presented fairly and that estimates made in preparing the Company’s condensed consolidated financial statements are reasonable and prudent. The accompanying unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021~~2022 filed with the SEC.

The accompanying condensed consolidated financial statements include the accounts of the Company, the Company’s subsidiaries, and joint ventures in which the Company has a controlling financial interest. All intercompany balances and transactions have been eliminated in consolidation.

Certain amounts in the Company’s prior period Condensed Consolidated Statements of Operations included in interest expense of ~~$0.1 million and $0.3~~$39.8 million for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 have been reclassified to income from ~~equity securities and~~ interest rate derivatives to conform to the current period presentation. Additionally, certain amounts in the Company’s prior period Condensed Consolidated Statements of Operations included in other income (expense) of ~~$178.0 million and $413.0~~$636.0 million for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 have been reclassified to income from ~~equity securities and~~ interest rate derivatives to conform to the current period presentation.

Principles of Consolidation

The Company consolidates all entities in which it has a controlling financial interest through majority ownership or voting rights and variable interest entities whereby the Company is the primary beneficiary. In determining whether the Company has a controlling financial interest in a partially owned entity and the requirement to consolidate the accounts of that entity, the Company considers whether the entity is a variable interest entity (“VIE”) and whether it is the primary beneficiary. The Company is the primary beneficiary of a VIE when it has (i) the power to direct the most significant activities impacting the economic performance of the VIE and (ii) the obligation to absorb losses or receive benefits significant to the VIE. Entities that do not qualify as VIEs are generally considered voting interest entities (“VOEs”) and are evaluated for consolidation under the voting interest model. VOEs are consolidated when the Company controls the entity through a majority voting interest or other means.

When the requirements for consolidation are not met and the Company has significant influence over the operations of the entity, the investment is accounted for under the equity method of accounting. ~~Equity method investments~~Investments in unconsolidated entities for which the Company has not elected a fair value option are initially recorded at cost and subsequently adjusted for the Company’s pro-rata share of net ~~income, other comprehensive~~ income, contributions and distributions. When the Company elects the fair value option (“FVO”), the Company records its share of net asset value of the entity and any related unrealized gains and losses. ~~Refer to Note 4 — Investments in Unconsolidated Entities for additional details on the Company’s investments in unconsolidated entities.~~

BREIT OP and each of the Company’s joint ventures are considered to be a VIE or VOE. The Company consolidates these entities, excluding certain ~~equity method~~ investments in unconsolidated entities, because it has the ability to direct the most significant activities of the entities such as purchases, dispositions, financings, budgets, and overall operating plans.

For consolidated joint ventures, the non-controlling partner’s share of the assets, liabilities, and operations of each joint venture is included in non-controlling interests as equity of the Company. The non-controlling partner’s interest is generally computed as the joint venture partner’s ownership percentage. Certain of the joint ventures formed by the Company provide the other partner a profits interest based on certain internal rate of return hurdles being achieved. Any profits interest due to the other partner is reported within non-controlling interests.

The Company owns ~~Controlling Class Securities (defined below)~~certain subordinate securities in ~~certain~~ CMBS securitizations that give the Company certain rights with respect to the underlying loans that serve as collateral for the CMBS securitization. In particular, these ~~Controlling Class Securities~~subordinate securities typically give the holder the right to direct certain activities of the securitization on behalf of all securityholders, which could impact the securitization's overall economic performance. Such rights, along with the obligation to absorb losses and receive benefits from the ownership of the ~~Controlling Class Securities,~~subordinate securities, require consolidation of these securitizations, which are considered VIEs under GAAP.

As of ~~September 30, 2022,~~March 31, 2023, the total assets and liabilities of the Company’s consolidated VIEs, excluding BREIT OP, were ~~$50.9~~$51.8 billion and ~~$37.6~~$37.7 billion, respectively, compared to ~~$45.8~~$52.1 billion and ~~$32.7~~$37.8 billion as of December 31, ~~2021.~~2022. Such amounts are included on the Company’s Condensed Consolidated Balance Sheets.

Adjustment to Prior Period Financial Statements

In connection with the preparation of the Company’s condensed consolidated financial statements for the period ended June 30, 2022, the Company determined that it should have consolidated certain securitization vehicles in previously issued financial statements. These consolidations result from certain subordinate securities that the Company owns in CMBS securitizations (such securities, “Controlling Class Securities”), as part of its portfolio of investments in real estate debt. These Controlling Class Securities typically give the Company the right to direct certain activities of the securitization on behalf of all securityholders, which could impact the securitization's overall economic performance. Under GAAP, the presence of such rights, along with the obligation to absorb losses and receive benefits from the ownership of the Controlling Class Securities, require the Company to consolidate these securitizations, which are considered VIEs.

See Principles of Consolidation section above for further discussion of VIEs. As discussed further below, consolidation of these securitizations results in (i) a gross presentation of the Company’s Condensed Consolidated Balance Sheets, (ii) the reclassification of the change in net assets of the securitization vehicles on the Company’s Condensed Consolidated Statements of Operations, and (iii) the gross presentation of securitization vehicles on the Company's Condensed Consolidated Statements of Cash Flows, but has no impact on the economic exposure or performance of the Company.

The consolidation of these securitizations results in the inclusion of the underlying collateral loans as assets on the Company’s Condensed Consolidated Balance Sheets and the inclusion of the senior CMBS positions owned by third-parties as liabilities on the Company’s Condensed Consolidated Balance Sheets. Additionally, the change in net assets of the consolidated securitization vehicles during a given period is presented separately on the Company’s Condensed Consolidated Statements of Operations, whereas it was previously included in income from investments in real estate debt. The Company’s Condensed Consolidated Statements of Cash Flows includes the consolidation of the securitization vehicles as a non-cash item, the subsequent repayments of consolidated loans and related CMBS positions are presented on a gross basis, and the Company's purchases and sales of non-controlling securities in consolidated securitization vehicles are reclassed from investing activities to financing activities. There is no impact from consolidation on the Company’s total equity, net income, cash flows from operating activities, or net cash flows.

Further, the assets of any particular consolidated securitization can only be used to satisfy the liabilities of that securitization and such assets are not available to the Company for any other purpose. Similarly, the senior CMBS obligations of these securitizations can only be satisfied through repayment of the underlying collateral loans, as they do not have any recourse to the Company or its assets, nor has the Company provided any guarantees with respect to the performance or repayment of the senior CMBS obligations. Accordingly, while consolidation of the securitizations increases the gross presentation of the Company’s Condensed Consolidated Balance Sheets, it does not change the economic exposure or performance of the Company, which remains limited to that of the actual CMBS securities that it holds directly and not the consolidated securitized loans.

The following tables detail the immaterial adjustments to the Company’s previously issued condensed consolidated financial statements to reflect the consolidation of these securitizations at such time, which presentation is comparable to the Company’s condensed consolidated financial statements as of ~~September 30, 2022.~~

~~The following table details the adjustments to the Company's Condensed Consolidated Balance Sheets ($ in thousands):~~

December 31, 2021
As Reported Adjustment As Adjusted
Assets
     Investments in real estate debt $ 8,995,939 $ (2,025,333) $ 6,970,606
     Real estate loans held by consolidated securitization vehicles, at fair value — 17,055,986 17,055,986
          Total assets 91,308,211 15,030,653 106,338,864
Liabilities and Equity
Senior obligations of consolidated securitization vehicles, at fair value — 15,030,653 15,030,653
          Total liabilities 51,527,615 15,030,653 66,558,268
Equity
         Total equity $ 39,029,926 $ — $ 39,029,926
March 31, 2023.

The following table details the adjustments to the Company's Condensed Consolidated Statements of Operations ($ in thousands):

Three Months Ended September 30, 2021
As Reported Adjustment As Adjusted
Other income (expense)
     Income from investments in real estate debt $ 83,052 $ (23,485) $ 59,567
     Change in net assets of consolidated securitization vehicles — 23,485 23,485
     Total other income (expense) 121,673 — 121,673
Net Loss $ (367,154) $ — $ (367,154)


		Nine Months Ended September 30, 2021							Three Months Ended March 31, 2022
		As Reported		Adjustment		As Adjusted			As Reported		Adjustment		As Adjusted
Other income (expense)	Other income (expense)							Other income (expense)
Income from investments in real estate debt		$	438,986	$	(94,546)	$	344,440
Loss from investments in real estate debt								Loss from investments in real estate debt	$	(34,044)	$	15,674	$	(18,370)
Change in net assets of consolidated securitization vehicles	Change in net assets of consolidated securitization vehicles	—		94,546		94,546		Change in net assets of consolidated securitization vehicles	—		(15,674)		(15,674)
Total other income (expense)	Total other income (expense)	469,423		—		469,423		Total other income (expense)	583,682		—		583,682
Net Loss	Net Loss	$	(514,852)	$	—	$	(514,852)	Net Loss	$	(96,579)	$	—	$	(96,579)

The following table details the adjustments to the Company's Condensed Consolidated Statements of Cash Flows ($ in thousands):


		Nine Months Ended September 30, 2021							Three Months Ended March 31, 2022
		As Reported		Adjustment		As Adjusted			As Reported		Adjustment		As Adjusted
Cash flows from investing activities:	Cash flows from investing activities:							Cash flows from investing activities:

Purchase of investments in real estate debt								Purchase of investments in real estate debt	$	(1,483,788)	$	69,527	$	(1,414,261)
Proceeds from sale/repayment of investments in real estate debt	Proceeds from sale/repayment of investments in real estate debt	$	1,170,285	$	(118,908)	$	1,051,377	Proceeds from sale/repayment of investments in real estate debt	452,950		(40,627)		412,323
Proceeds from paydowns of real estate loans held by consolidated securitization vehicles	Proceeds from paydowns of real estate loans held by consolidated securitization vehicles	—		5,231		5,231		Proceeds from paydowns of real estate loans held by consolidated securitization vehicles	—		444,831		444,831
Net cash used in investing activities	Net cash used in investing activities	(17,642,285)		(113,677)		(17,755,962)		Net cash used in investing activities	(3,453,533)		473,731		(2,979,802)
Cash flows from financing activities:	Cash flows from financing activities:							Cash flows from financing activities:
Borrowings of senior obligations of consolidated securitization vehicles		—		118,908		118,908

Repayment of senior obligations of consolidated securitization vehicles	Repayment of senior obligations of consolidated securitization vehicles	—		(5,231)		(5,231)		Repayment of senior obligations of consolidated securitization vehicles	—		(473,731)		(473,731)
Net cash provided by financing activities	Net cash provided by financing activities	19,037,502		113,677		19,151,179		Net cash provided by financing activities	$	6,018,292	$	(473,731)	$	5,544,561
Non-cash investing and financing activities:	Non-cash investing and financing activities:							Non-cash investing and financing activities:
Consolidation of securitization vehicles	Consolidation of securitization vehicles	$	—	$	5,889,628	$	5,889,628	Consolidation of securitization vehicles	$	—	$	427,771	$	427,771
Deconsolidation of securitization vehicles	Deconsolidation of securitization vehicles	$	—	$	(758,500)	$	(758,500)	Deconsolidation of securitization vehicles	$	—	$	—	$	—

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires the Company 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. Actual results may ultimately differ materially from those estimates.

~~Consolidated Securitization Vehicles~~

The Company consolidates certain CMBS securitizations within its financial statements. The consolidation of these securitizations results in a gross presentation of the underlying collateral loans as discrete assets, as well as inclusion of the senior CMBS positions owned by third-parties, which are presented as liabilities on the Company’s Condensed Consolidated Balance Sheets. Additionally, the changes in fair value of these positions include the interest income and interest expense associated with such CMBS VIEs. Management does not consider the separate presentation of the components of fair value changes to be relevant, and has elected to present these items in the aggregate as “Change in net assets of consolidated securitization vehicles” on the Company’s Condensed Consolidated Statements of Operations. The residual difference between the fair value of the consolidated securitization’s assets and liabilities represents the Company’s beneficial interest in such vehicles. The Company’s Condensed Consolidated Statements of Cash Flows includes (i) the consolidation of the securitization vehicles as a non-cash item, (ii) the subsequent repayments of consolidated loans and related CMBS positions presented on a gross basis, and (iii) the Company's purchases and sales of non-controlling securities in consolidated securitization vehicles reclassed from investing activities to financing activities. There is no impact from consolidation on the Company’s total equity, net income, cash flows from operating activities, or net cash flows.

Fair Value Measurements

Under normal market conditions, the fair value of an investment is the amount that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). The Company uses a hierarchical framework that prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the investment, and the state of the marketplace, including the existence and transparency of transactions between market participants. Investments with readily available actively quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

Investments measured and reported at fair value are classified and disclosed in one of the following levels within the fair value hierarchy:

Level 1 — quoted prices are available in active markets for identical investments as of the measurement date. The Company does not adjust the quoted price for these investments.

Level 2 — quoted prices are available in markets that are not active or model inputs are based on inputs that are either directly or indirectly observable as of the measurement date.

Level 3 — pricing inputs are unobservable and include instances where there is minimal, if any, market activity for the investment. These inputs require significant judgment or estimation by management or third parties when determining fair value and generally represent anything that does not meet the criteria of Levels 1 and 2. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed.

Valuation of assets and liabilities measured at fair value

The Company’s investments in real estate debt are reported at fair value. As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, the Company’s investments in real estate debt, directly or indirectly, consisted of ~~CMBS~~commercial mortgage backed securities (“CMBS”) and residential mortgage-backed securities (“RMBS”), which are securities backed by one or more mortgage loans secured by real estate assets, as well as corporate bonds, term loans, mezzanine loans, and other investments in debt issued by real estate-related companies or secured by real estate assets. The Company generally determines the fair value of its investments in real estate debt by utilizing third-party pricing service providers whenever available.

In determining the fair 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. The pricing service providers’ internal models for securities such as real estate debt generally consider the attributes applicable to a particular class of the security (e.g., credit rating, seniority), current market data, and estimated cash flows for each security, and incorporate specific collateral performance, as applicable.

Certain of the Company’s investments in real estate debt, such as mezzanine loans and other investments, are unlikely to have readily available market quotations. In such cases, the Company will generally determine the initial value based on the acquisition price of such investment if acquired by the Company or the par value of such investment if originated by the Company. Following the initial measurement, the Company will determine fair value by utilizing or reviewing certain of the following (i) market yield data, (ii) discounted cash flow modeling, (iii) collateral asset performance, (iv) local or macro real estate performance, (v) capital market conditions, (vi) debt yield or loan-to-value ratios, and (vii) borrower financial condition and performance. Refer to Note 5 for additional details on the Company’s investments in real estate debt.

The Company has elected to apply the measurement alternative under GAAP and measures both the financial assets and financial liabilities of the CMBS securitizations it consolidates using the fair value of the financial liabilities, which it considers more observable than the fair value of the financial assets.

The Company’s investments in equity securities of public and private real estate-related companies are reported at fair value. In determining the fair value of public equity securities, the Company utilizes the closing price of such securities in the principal market in which the security trades (Level 1 inputs). The Company’s investment in a preferred equity security is reflected at its fair value as of ~~September 30, 2022~~March 31, 2023 (Level 2 inputs). In determining the fair value, the Company utilizes inputs such as stock volatility, discount rate, and risk-free interest rate. The Company’s investment in a private real estate company is reflected at its fair value as of ~~September 30, 2022~~March 31, 2023 (Level 3 inputs). To determine the fair value, the Company utilizes inputs such as the multiples of comparable companies and select financial statement metrics. ~~The~~As of both March 31, 2023 and December 31, 2022, the Company’s $0.5 billion of equity securities ~~are~~were recorded as a component of Other Assets on the Company’s Condensed Consolidated Balance Sheets.

The resulting unrealized and realized gains and losses from investments in equity securities of public and private real estate-related companies are recorded as a component of ~~Income from Equity Securities and Interest Rate Derivatives~~Other Expense on the Company’s Condensed Consolidated Statements of Operations. During the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and March 31, 2022, the Company recognized ~~$42.1~~$3.7 million of net unrealized loss and ~~$494.6~~$125.4 million of net unrealized/realized ~~losses, respectively, on its investments in equity securities. During the three and nine months ended September 30, 2021, the Company recognized $154.8 million and $379.6 million of unrealized gains,~~loss, respectively, on its investments in equity securities.

The Company has elected the FVO for 11certain of its investments in unconsolidated entities and therefore, reports these investments at fair value. The Company separately values the assets and liabilities of the ~~equity method investments.~~investments in unconsolidated entities. To determine the fair value of the real estate assets of the ~~equity method~~ investments in unconsolidated entities, the Company utilizes a discounted cash flow methodology or market comparable methodology, taking into consideration various factors including discount rate, ~~and~~ exit capitalization ~~rate.~~rate and multiples of comparable companies. The Company determines the fair value of the indebtedness of the ~~equity method investment~~investments in unconsolidated entities by modeling the cash flows required by the debt agreements and discounting them back to the present value using ~~an estimated market yield.~~weighted average cost of capital. Additionally, the Company considers current market rates and conditions by evaluating similar borrowing agreements with comparable loan-to-value ratios and credit profiles. After the fair value of the assets and liabilities are determined, the Company applies its ownership interest to the net asset value and reflects this amount as its ~~equity method investment~~investments in unconsolidated entities at fair value. The inputs used in determining the Company’s ~~equity method~~ investments in unconsolidated entities carried at fair value are considered Level 3.

The Company’s derivative financial instruments are reported at fair ~~value~~value. As of March 31, 2023 and ~~consist~~December 31, 2022, the Company’s derivative financial instruments consisted of foreign currency and interest rate contracts. The fair values of the ~~Company’s~~Company's foreign currency and interest rate contracts were estimated using advice from a third-party derivative specialist, based on contractual cash flows and observable inputs comprising yield curves, foreign currency rates and credit spreads (Level 2 inputs).

The following table details the Company’s assets and liabilities measured at fair value on a recurring basis ($ in thousands):


		September 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:
Investments in real estate debt	Investments in real estate debt	$	—	$	6,685,192	$	1,396,217	$	8,081,409	$	—	$	5,730,269	$	1,240,337	$	6,970,606	Investments in real estate debt	$	—	$	6,355,326	$	1,465,077	$	7,820,403	$	—	$	6,460,520	$	1,541,183	$	8,001,703
Real estate loans held by consolidated securitization vehicles, at fair value	Real estate loans held by consolidated securitization vehicles, at fair value	—		17,390,941		—		17,390,941		—		16,590,050		465,936		17,055,986		Real estate loans held by consolidated securitization vehicles, at fair value	—		16,948,146		—		16,948,146		—		17,030,387		—		17,030,387
Equity securities	Equity securities	111,417		276,800		224,408		612,625		2,558,952		442,300		224,408		3,225,660		Equity securities	53,152		249,199		224,408		526,759		52,512		253,199		224,408		530,119
Investments in unconsolidated entities	Investments in unconsolidated entities	—		—		4,781,292		4,781,292		—		—		1,613,646		1,613,646		Investments in unconsolidated entities	—		—		5,032,399		5,032,399		—		—		4,947,251		4,947,251
Interest rate and foreign currency hedging derivatives(1)	Interest rate and foreign currency hedging derivatives(1)	—		3,106,268		—		3,106,268		—		41,453		—		41,453		Interest rate and foreign currency hedging derivatives(1)	—		2,249,220		—		2,249,220		—		3,033,595		—		3,033,595
Total	Total	$	111,417	$	27,459,201	$	6,401,917	$	33,972,535	$	2,558,952	$	22,804,072	$	3,544,327	$	28,907,351	Total	$	53,152	$	25,801,891	$	6,721,884	$	32,576,927	$	52,512	$	26,777,701	$	6,712,842	$	33,543,055

Liabilities:	Liabilities:																	Liabilities:
Senior obligations of consolidated securitization vehicles, at fair value	Senior obligations of consolidated securitization vehicles, at fair value	$	—	$	15,600,814	$	—	$	15,600,814	$	—	$	14,545,992	$	484,661	$	15,030,653	Senior obligations of consolidated securitization vehicles, at fair value	$	—	$	15,214,633	$	—	$	15,214,633	$	—	$	15,288,598	$	—	$	15,288,598
Interest rate and foreign currency hedging derivatives(2)	Interest rate and foreign currency hedging derivatives(2)	—		23,250		—		23,250		—		45,597		—		45,597		Interest rate and foreign currency hedging derivatives(2)	—		50,162		—		50,162		—		50,557		—		50,557
Total	Total	$	—	$	15,624,064	$	—	$	15,624,064	$	—	$	14,591,589	$	484,661	$	15,076,250	Total	$	—	$	15,264,795	$	—	$	15,264,795	$	—	$	15,339,155	$	—	$	15,339,155

(1)Included in Other Assets in the Company’s Condensed Consolidated Balance Sheets.

(2)Included in Other Liabilities in the Company’s Condensed Consolidated Balance Sheets.

1311

The following table details the Company’s assets and liabilities measured at fair value on a recurring basis using Level 3 inputs ($ in thousands):


		Investments in Real Estate Debt		Equity Securities		Investments in Unconsolidated Entities		Real estate loans held by consolidated securitization vehicles, at fair value		Senior obligation of consolidated securitization vehicles, at fair value		Total			Investments in Real Estate Debt		Equity Securities		Investments in Unconsolidated Entities		Total Assets
Balance as of December 31 2021		$	1,240,337	$	224,408	$	1,613,646	$	465,936	$	484,661	$	4,028,988
Purchases		1,077,582		—		3,051,135		—		—		4,128,717
Balance as of December 31, 2022														Balance as of December 31, 2022	$	1,541,183	$	224,408	$	4,947,251	$	6,712,842
Purchases and contributions														Purchases and contributions	17,775		—		17,975		35,750
Sales and repayments	Sales and repayments	(887,614)		—		—		—		—		(887,614)		Sales and repayments	(111,131)		—		—		(111,131)
Distributions received	Distributions received	—		—		(57,741)		—		—		(57,741)		Distributions received	—		—		(8,747)		(8,747)
Included in net income	Included in net income													Included in net income
Income from unconsolidated entities measured at fair value	Income from unconsolidated entities measured at fair value	—		—		174,252		—		—		174,252		Income from unconsolidated entities measured at fair value	—		—		75,920		75,920

Realized loss included in income (loss) from investments in real estate debt		(65,340)		—		—		—		—		(65,340)
Realized income included in income (loss) from investments in real estate debt														Realized income included in income (loss) from investments in real estate debt	583		—		—		583
Unrealized gain included in income (loss) from investments in real estate debt	Unrealized gain included in income (loss) from investments in real estate debt	31,252		—		—		—		—		31,252		Unrealized gain included in income (loss) from investments in real estate debt	16,667		—		—		16,667

Transfers out of Level 3		—		—		—		(465,936)		(484,661)		(950,597)
Balance as of September 30, 2022		$	1,396,217	$	224,408	$	4,781,292	$	—	$	—	$	6,401,917

Balance as of March 31, 2023														Balance as of March 31, 2023	$	1,465,077	$	224,408	$	5,032,399	$	6,721,884

The following tables contain the quantitative inputs and assumptions used for items categorized in Level 3 of the fair value hierarchy ($ in thousands):

September 30, 2022

March 31, 2023

Fair Value

Valuation Technique

Unobservable Inputs

Weighted Average Rate

Impact to Valuation from an Increase in Input

Fair Value

Valuation Technique

Unobservable Inputs

Weighted Average Rate

Impact to Valuation from an Increase in Input

Assets

Investments in real estate debt

1,396,217

Discounted cash flow

Market Yield

8.4%

Decrease

Investments in real estate loans

1,465,077

Yield Method

Market Yield

10.1%

Decrease

Equity securities

224,408

Market comparable

Enterprise Value/
Forward EBITDA Multiple

21.1x

Increase

Equity securities

224,408

Market comparable

Enterprise Value/
Stabilized EBITDA Multiple

18.5x

Increase

Investments in unconsolidated entities

4,240,037

Discounted cash flow

Discount Rate

6.4%

Decrease

Investments in unconsolidated entities

4,493,715

Discounted cash flow

Discount Rate

6.8%

Decrease

Exit Capitalization Rate

5.1%

Decrease

Exit Capitalization Rate

5.1%

Decrease

Weighted Average Cost of Capital

6.4%

Decrease

Weighted Average Cost of Capital

8.8%

Decrease

541,255

Market comparable

LTM EBITDA Multiple

11.8x

Increase

538,684

Market comparable

LTM EBITDA Multiple

10.8x

Increase

December 31, 2021

December 31, 2022

Fair Value

Valuation Technique

Unobservable Input

Weighted Average Rate

Impact to Valuation from an Increase in Input

Fair Value

Valuation Technique

Unobservable Inputs

Weighted Average Rate

Impact to Valuation from an Increase in Input

Assets

Investments in real estate debt

1,240,337

Discounted cash flow

Market Yield

5.2%

Decrease

Investments in real estate loans

1,541,183

Yield Method

Market Yield

9.6%

Decrease

Equity securities

224,408

Market comparable

Enterprise Value/
Forward EBITDA Multiple

21.1x

Increase

Equity securities

224,408

Market comparable

Enterprise Value/
Stabilized EBITDA Multiple

18.5x

Increase

Investments in unconsolidated entities

1,613,646

Discounted cash flow

Discount Rate

5.9%

Decrease

Investments in unconsolidated entities

4,399,935

Discounted cash flow

Discount Rate

6.8%

Decrease

Exit Capitalization Rate

4.6%

Decrease

Exit Capitalization Rate

4.9%

Decrease

Weighted Average Cost of Capital

9.1%

Decrease

Weighted Average Cost of Capital

8.3%

Decrease

Real estate loans held by consolidated securitization vehicles, at fair value

465,936

Third Party Price

Measurement Alternative(1)

N/A

Increase

Liabilities

Senior obligation of consolidated securitization vehicles, at fair value

484,661

Third Party Price

Single Broker Quote

N/A

Increase

547,316

Market comparable

LTM EBITDA Multiple

10.8x

Increase

~~(1)~~The Company has elected to apply the measurement alternative under GAAP and measures both the financial assets and financial liabilities of the CMBS securitizations it consolidates using the fair value of the financial liabilities, which it considers more observable than the fair value of the financial assets.

1412

Valuation of assets measured at fair value on a nonrecurring basis

Certain of the Company’s assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments, such as when there is evidence of impairment, and therefore ~~such assets are~~ measured at fair value on a nonrecurring basis. The Company reviews its real estate properties for impairment each quarter ~~and~~or when there is an event or change in circumstances that could indicate the carrying amount of the real estate value may not be recoverable.

During the three months ended March 31, 2023, the Company recognized an impairment of $12.5 million related to its held-for-sale real estate investments. The fair value of such held-for-sale real estate investments as of March 31, 2023 was $36.9 million and was primarily based on the sale price per the binding executed contracts, which are considered a Level 2 input. Refer to Note 3 for additional details of the impairments.

Valuation of liabilities not measured at fair value

As of ~~September 30,~~both March 31, 2023 and December 31, 2022, the fair value of the Company’s mortgage notes, secured term loans, ~~and~~ secured revolving credit facilities, secured financings on investments in real estate debt, and unsecured revolving credit facilities ~~and term loans~~ was ~~$1.3~~$1.4 billion below carrying value. As of December 31, 2021, the fair value of the Company’s mortgage notes, secured term loans, and secured revolving credit facilities, secured financings on investments in real estate debt, and unsecured revolving credit facilities and term loans was $108.6 million above carrying value. Fair value of the Company’s indebtedness is estimated by modeling the cash flows required by the Company’s debt agreements and discounting them back to the present value using an estimated market yield. Additionally, the Company considers current market rates and conditions by evaluating similar borrowing agreements with comparable loan-to-value ratios and credit profiles. The inputs used in determining the fair value of the Company’s indebtedness are considered Level 3.

Stock-Based Compensation

The Company’s stock-based compensation consists of incentive compensation awards issued to certain employees of affiliate portfolio company service providers and certain employees of Simply Self Storage, Home Partners of America (“HPA”), and April Housing, all of which are indirect, wholly-owned subsidiaries of BREIT. Such awards vest over the life of the awards and stock-based compensation expense is recognized for these awards on a ~~straight-line basis~~graded vesting attribution method over the applicable vesting period of each award, based on the value of the awards on their grant date, as adjusted for forfeitures. The awards are subject to service periods ranging from three to four years. The vesting conditions that are based on the Company achieving of certain returns over a stated hurdle amount are considered market conditions. The achievement of returns over the stated hurdle amounts, which affect the quantity of awards that vest, is considered a performance condition. If the Company determines it is probable that the performance conditions will be met, the value of the award will be amortized over the service periods, as adjusted for forfeitures. The number of awards expected to vest is evaluated each reporting period and compensation expense is recognized for those awards for which achievement of the performance criteria is considered probable. Refer to Note 10 for additional information on the awards issued to certain employees of the affiliate portfolio companies.

The following table details the incentive compensation awards issued to certain employees of Simply Self Storage, HPA and April Housing ($ in thousands):


								September 30, 2022				December 31, 2022		For the Three Months Ended March 31, 2023						March 31, 2023
Plan Year	Plan Year	Unrecognized Compensation Cost as of December 31, 2021		Value of Awards Issued		Amortization of Compensation Cost for the Nine Months Ended September 30, 2022		Unrecognized Compensation Cost		Remaining Amortization Period	Plan Year	Unrecognized Compensation Cost		Forfeiture of unvested awards		Value of Awards Issued		Amortization of Compensation Cost		Unrecognized Compensation Cost		Remaining Amortization Period
2021	2021	$	3,425	$	—	$	(1,048)	$	2,377	2.3 years	2021	$	2,042	$	—	$	—	$	(259)	$	1,783	1.8 years
2022	2022	—		34,705		(12,813)		21,892		2.3 years	2022	20,811		(456)		—		(2,245)		18,110		2.5 years
2023											2023	—		—		5,090		(318)		4,772		3.8 years
Total	Total	$	3,425	$	34,705	$	(13,861)	$	24,269		Total	$	22,853	$	(456)	$	5,090	$	(2,822)	$	24,665

Recent Accounting Pronouncements

In March 2020, the FASB issued ~~ASU~~Accounting Standards Update (“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”,~~“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. The Company has not adopted any of the optional expedients or exceptions as of ~~September 30, 2022,~~March 31, 2023, but will continue to evaluate the possible adoption of any such expedients or exceptions during the effective period as circumstances evolve.

1514

3. Investments in Real Estate

Investments in real estate, net consisted of the following ($ in thousands):


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Building and building improvements	Building and building improvements	$	81,881,136	$	53,954,920	Building and building improvements	$	81,703,592	$	81,914,789
Land and land improvements	Land and land improvements	18,613,494		14,652,913		Land and land improvements	18,574,859		18,635,672
Furniture, fixtures and equipment	Furniture, fixtures and equipment	2,195,635		963,686		Furniture, fixtures and equipment	2,344,943		2,301,683
Right of use asset - operating leases(1)	Right of use asset - operating leases(1)	1,094,980		461,186		Right of use asset - operating leases(1)	1,101,370		1,090,782
Right of use asset - financing leases(1)	Right of use asset - financing leases(1)	72,862		72,862		Right of use asset - financing leases(1)	72,861		72,872
Total	Total	103,858,107		70,105,567		Total	103,797,625		104,015,798
Accumulated depreciation and amortization	Accumulated depreciation and amortization	(5,065,001)		(3,163,914)		Accumulated depreciation and amortization	(6,620,622)		(5,866,306)
Investments in real estate, net	Investments in real estate, net	$	98,793,106	$	66,941,653	Investments in real estate, net	$	97,177,003	$	98,149,492

(1)Refer to Note 15 for additional details on the Company’s leases.

Acquisitions

~~The following table details~~

During the ~~properties acquired during the nine~~three months ended ~~September 30, 2022 ($ in thousands):~~

Segments
Purchase Price(1)
Number of Transactions Number of Properties Sq. Ft. (in thousands)/Units/Keys
Rental Housing properties(2)(3)
$ 26,969,749 16 268 71,843 units
Net Lease properties 4,026,768 1 1 6,901 sq. ft.
Office properties(3)
1,794,583 4 8 2,693 sq. ft.
Retail properties(3)
1,097,412 — 51 5,598 sq. ft.
Self storage properties 542,335 6 34 2,913 sq. ft.
Hospitality properties 436,232 1 6 1,258 keys
Data center properties 331,184 1 3 792 sq. ft.
Industrial properties 218,360 3 13 1,666 sq. ft.
$ 35,416,623 32 384

~~(1)Purchase price is inclusive of acquisition-related costs.~~

~~(2)Purchase price includes 5,001~~March 31, 2023, the Company acquired 94 wholly-owned single family rental homes ~~that are not included in the number of properties.~~

~~(3)Purchase price~~ for ~~the acquisition of Preferred Apartment Communities (“PAC”) includes 45 rental housing properties, 51 retail properties and 3 office properties. The acquisition of PAC is included as~~ a ~~single transaction in the number of transactions column for Rental Housing properties.~~

~~The following table details the~~total purchase price ~~allocation for~~of $34.8 million. The Company allocated $24.9 million to building and building improvements and $9.9 million to land and land improvements. During the ~~properties acquired during the nine~~three months ended ~~September 30, 2022 ($ in thousands):~~


	~~Amount~~

~~Building and building improvements~~	$	~~28,975,907~~
~~Land and land improvements~~	~~4,331,092~~
~~Furniture, fixtures and equipment~~	~~738,927~~
~~In-place lease intangibles~~	~~914,868~~
~~Above-market lease intangibles~~	~~15,994~~
~~Below-market lease intangibles~~	~~(121,927)~~
~~Right of use asset - operating leases~~	~~632,831~~
~~Right of use lease liability- operating leases~~	~~(460,678)~~
~~Customer relationships~~	~~197,000~~
~~Trade name intangibles~~	~~89,000~~

~~Other~~	~~103,609~~
~~Total purchase price~~	~~35,416,623~~
~~Assumed debt(1)~~	~~4,116,086~~
~~Net purchase price~~	$	~~31,300,537~~

~~(1)Refer to Note 7 for additional details on the Company’s debt, which includes mortgage notes, secured term loans, and secured revolving credit facilities.~~

~~The weighted-average amortization periods for the~~March 31, 2023, there were no acquired ~~in-place lease intangibles, above-market lease intangibles, and below-market lease intangibles of the properties acquired during the nine months ended September 30, 2022 were~~ ~~three~~, ~~six, and 11 years, respectively.~~intangibles.

Dispositions

The following table details the dispositions during the periods set forth below ($ in thousands):


		Three Months Ended September 30, 2022					Nine Months Ended September 30, 2022					Three Months Ended March 31, 2023			Three Months Ended March 31, 2022
Segments	Segments	Number of Properties	Net Proceeds		Net Gain		Number of Properties	Net Proceeds		Net Gain			Segments	Number of Properties	Net Proceeds		Net Gain(1)		Number of Properties	Net Proceeds		Net Gain(1)
Rental Housing properties~~(1)~~(2)	Rental Housing properties~~(1)~~(2)	24	$	699,521	$	231,985	46	$	1,470,697	$	500,351		Rental Housing properties~~(1)~~(2)	42	$	653,770	$	105,788	7	$	445,419	$	184,031
Industrial properties	Industrial properties	23	183,586		85,996		58	648,499		240,044			Industrial properties	4	9,217		1,605		9	125,806		21,231
Retail properties													Retail properties	1	14,384		2,650		—	—		—
Hospitality properties													Hospitality properties	5	97,554		10,960		—	—		—
		47	$	883,107	$	317,981	104	$	2,119,196	$	740,395			52	$	774,925	$	121,003	16	$	571,225	$	205,262

		Three Months Ended September 30, 2021					Nine Months Ended September 30, 2021
Segments		Number of Properties	Net Proceeds		Net Loss		Number of Properties	Net Proceeds		Net Gain

Rental Housing properties		4	$	99,598	$	(9,586)	9	$	194,575	$	13,216

		4	$	99,598	$	(9,586)	9	$	194,575	$	13,216

(1)Net gain includes losses of $30.8 million on 19 rental housing properties, $3.3 million on one hospitality property, and $0.5 million on three industrial properties sold during the three months ended March 31, 2023. For the three months ended March 31, 2022, net gain included losses of $2.3 million on five industrial properties sold.

(2)Net proceeds and net gain include ~~119 and 404~~185 single family rental homes sold ~~during the three and nine months ended September 30, 2022, respectively,~~ that are not included in the number of ~~properties.~~properties during the three months ended March 31, 2023. Net proceeds and net gain include 123 single family rental homes sold that are not included in the number of properties during the three months ended March 31, 2022.

1715

Properties ~~Held for Sale~~Held-for-Sale

As of ~~September 30, 2022, seven properties in the Self Storage segment, four~~March 31, 2023, 17 properties in the Rental Housing segment ~~three properties~~and one property in the ~~Industrial segment and two properties in the Hospitality~~Retail segment were classified as ~~held for sale.~~held-for-sale. The ~~held for sale~~held-for-sale assets and liabilities are included as components of Other Assets and Other Liabilities, respectively, on the Company’s Condensed Consolidated Balance Sheets.

The following table details the assets and liabilities of the Company’s properties classified as ~~held for sale~~held-for-sale ($ in thousands):


Assets:	~~September 30, 2022~~March 31, 2023
Investments in real estate, net	$	~~346,380~~383,767
Other assets	~~6,319~~8,496
Total assets	$	~~352,699~~392,263

Liabilities:
Mortgage notes, net	$	~~100,014~~208,752
Other liabilities	~~9,274~~9,613
Total liabilities	$	~~109,288~~218,365

Impairment

~~The~~During the three months ended March 31, 2023, the Company ~~reviews its~~recognized an aggregate of $12.5 million of impairment charges related to certain held-for-sale real estate investments for impairment each quarter and when there is an event or change in circumstances that indicates an impaired value. If the GAAP depreciated cost basis of a real estate investment exceeds the expected undiscounted future cash flows of such real estate investment, the investment is considered impaired and the GAAP depreciated cost basis is reduced to the estimatedwhere their carrying amount exceeded their fair value, ~~of the investment. During the three and nine months ended September 30, 2022~~ ~~and 2021, the~~less estimated closing costs. The Company did not recognize any impairment ~~charge.~~charges related to held-for-sale real estate investments during the three months ended March 31, 2022.

The Company did not recognize any impairment charges on properties held and used during the three months ended March 31, 2023 and 2022.

1816

4. Investments in Unconsolidated Entities

The Company holds investments in joint ventures that it accounts for under the equity method of accounting, as the Company’s ownership interest in each joint venture does not meet the requirements for consolidation. Refer to Note 2 for additional details.

The following tables ~~details~~detail the Company’s ~~equity~~ investments in unconsolidated entities ($ in thousands):


		September 30, 2022						March 31, 2023
Investment in Joint Venture	Investment in Joint Venture	Segment	Number of Joint Ventures	Number of Properties	Ownership Interest	Historical Cost/Fair Value			Investment in Joint Venture	Segment	Number of Joint Ventures	Number of Properties	Ownership Interest	Book Value
Unconsolidated entities at historical cost:
Unconsolidated entities carried at historical cost:									Unconsolidated entities carried at historical cost:
QTS Data Centers(1)	QTS Data Centers(1)	Data Centers	1	63	35.7%	$	1,688,315		QTS Data Centers(1)	Data Centers	1	67	35.7%	$	1,701,553
MGM Grand & Mandalay Bay		Net Lease	1	2	49.9%	825,756
Rental Housing investments(2)	Rental Housing investments(2)	Rental Housing	92	92	12.2% - 52.0%	1,308,199			Rental Housing investments(2)	Rental Housing	63	58	12.2% - 52.0%	1,199,027
Industrial investments(3)	Industrial investments(3)	Industrial	6	56	10.0% - 55.0%	224,531			Industrial investments(3)	Industrial	3	56	10.1% - 22.4%	240,979
Retail investments	Retail investments	Retail	2	7	50.0%	99,608			Retail investments	Retail	2	7	50.0%	95,595
Hospitality investment	Hospitality investment	Hospitality	1	196	30.0%	314,656			Hospitality investment	Hospitality	1	196	30.0%	311,618
Total unconsolidated entities at historical cost			103	416		4,461,065
Unconsolidated entities at fair value:
Total unconsolidated entities carried at historical cost									Total unconsolidated entities carried at historical cost		70	384		3,548,772
Unconsolidated entities carried at fair value:									Unconsolidated entities carried at fair value:
Industrial investments(4)	Industrial investments(4)	Industrial	9	2,147	7.9% - 85.0%	3,605,638			Industrial investments(4)	Industrial	12	2,128	7.9% - 85.0%	3,835,981
Office investments	Office investments	Office	1	1	49.0%	514,192			Office investments	Office	1	1	49.0%	501,054
Data Center investments(5)	Data Center investments(5)	Data Centers	1	N/A	12.4%	661,462			Data Center investments(5)	Data Centers	1	N/A	12.4%	695,364
Total unconsolidated entities at fair value			11	2,148		4,781,292
Total unconsolidated entities carried at fair value									Total unconsolidated entities carried at fair value		14	2,129		5,032,399
Total	Total		114	2,564		$	9,242,357		Total		84	2,513		$	8,581,171

(1)The Company along with certain Blackstone-managed investment vehicles formed a joint venture (“QTS Data Centers”) and acquired all outstanding shares of common stock of QTS Realty Trust (“QTS”).

(2)Includes ~~10,739~~10,703 wholly-owned single family rental homes, that are not included in the number of properties.

(3)Includes ~~$224.5~~$241.0 million from investments in three joint ventures formed by the Company and certain Blackstone-managed investment vehicles.

(4)Includes ~~$2.7~~$2.9 billion from investments in four joint ventures formed by the Company and certain Blackstone-managed investment vehicles.

(5)Includes ~~$661.5~~$695.4 million from investments in a digital towers joint venture formed by the Company and certain Blackstone-managed investment vehicles.

December 31, 2021
Investment in Joint Venture Segment Number of Joint Ventures Number of Properties Ownership
Interest Historical Cost/Fair Value
Unconsolidated entities at historical cost:
QTS Data Centers(1)
Data Centers 1 48 35.7% $ 1,394,359
MGM Grand & Mandalay Bay Net Lease 1 2 49.9% 822,736
Rental Housing investments(2)
Rental Housing 130 125 12.2% - 52.0% 1,074,832
Industrial investments(3)
Industrial 7 51 10.0% - 55.0% 497,491
Retail investments Retail 1 6 50.0% 98,241
Total unconsolidated entities at historical cost 140 232 3,887,659
Unconsolidated entities at fair value:
Industrial investments(4)
Industrial 7 485 7.9% - 85.0% 1,613,646
Total unconsolidated entities at fair value 7 485 1,613,646
Total 147 717 $ 5,501,305


	December 31, 2022
Investment in Joint Venture	Segment	Number of Joint Ventures	Number of Properties	Ownership Interest	Book Value
Unconsolidated entities carried at historical cost:
QTS Data Centers(1)	Data Centers	1	62	35.7%	$	1,657,778
MGM Grand & Mandalay Bay	Net Lease	1	2	49.9%	834,148
Rental Housing investments(2)	Rental Housing	92	87	12.2% - 52.0%	1,275,365
Industrial investments(3)	Industrial	3	56	10.0% - 55.0%	242,883
Retail investments	Retail	2	7	50.0%	97,971
Hospitality investment	Hospitality	1	196	30.0%	314,006
Total unconsolidated entities carried at historical cost		100	410		4,422,151
Unconsolidated entities at carried at fair value:
Industrial investments(4)	Industrial	12	2,135	7.9% - 85.0%	3,751,864
Office investments	Office	1	1	49.0%	520,976
Data Center investments(5)	Data Centers	1	N/A	12.4%	674,411
Total unconsolidated entities carried at fair value		14	2,136		4,947,251
Total		114	2,546		$	9,369,402

(2)Includes ~~9,774~~10,767 wholly-owned single family rental homes, that are not included in the number of properties.

(3)Includes ~~$255.7~~$242.9 million from investments in three joint ventures formed by the Company and certain Blackstone-managed investment vehicles.

(4)Includes ~~$1.0~~$2.8 billion from investments in ~~three~~four joint ventures formed by the Company and certain Blackstone-managed investment vehicles.

(5)

Includes $674.4 million from investments in a digital towers joint venture formed by the Company and certain Blackstone-managed investment vehicles.

The following table details the Company’s income from unconsolidated entities ($ in thousands):


				For the Three Months Ended September 30,						For the Three Months Ended March 31,
BREIT Income (Loss) from Unconsolidated Entities	BREIT Income (Loss) from Unconsolidated Entities	Segment	Ownership Interest	2022		2021		BREIT Income (Loss) from Unconsolidated Entities	Segment	Ownership Interest	2023		2022
Unconsolidated entities at historical cost:
Unconsolidated entities carried at historical cost:								Unconsolidated entities carried at historical cost:
QTS Data Centers	QTS Data Centers	Data Centers	35.7%	$	(47,758)	$	(17,020)	QTS Data Centers	Data Centers	35.7%	$	(43,570)	$	(38,469)
MGM Grand & Mandalay Bay(1)	MGM Grand & Mandalay Bay(1)	Net Lease	49.9%	24,976		24,914		MGM Grand & Mandalay Bay(1)	Net Lease	49.9%	432,528		25,273
Rental Housing investments	Rental Housing investments	Rental Housing	12.2% - 52.0%	(9,039)		(8,615)		Rental Housing investments	Rental Housing	12.2% - 52.0%	(12,500)		(28,800)
Industrial investments	Industrial investments	Industrial	10.0% - 55.0%	(983)		212		Industrial investments	Industrial	10.1% - 22.4%	(4,298)		19,551
Retail investments	Retail investments	Retail	50.0%	(630)		—		Retail investments	Retail	50.0%	(1,230)		(189)
Hospitality investment	Hospitality investment	Hospitality	30.0%	3,846		—		Hospitality investment	Hospitality	30.0%	(2,388)		—
Total unconsolidated entities at historical cost				(29,588)		(509)
Unconsolidated entities at fair value:
Total unconsolidated entities carried at historical cost								Total unconsolidated entities carried at historical cost			368,542		(22,634)
Unconsolidated entities carried at fair value:								Unconsolidated entities carried at fair value:
Industrial investments	Industrial investments	Industrial	7.9% - 85.0%	(21,357)		78,954		Industrial investments	Industrial	7.9% - 85.0%	92,593		205,169
Office investments	Office investments	Office	49.0%	(22,025)		—		Office investments	Office	49.0%	(19,930)		1,690
Data Center investments	Data Center investments	Data Centers	12.4%	(39)		—		Data Center investments	Data Centers	12.4%	3,453		—
Total unconsolidated entities at fair value				(43,421)		78,954
Total unconsolidated entities carried at fair value								Total unconsolidated entities carried at fair value			76,116		206,859
Total	Total			$	(73,009)	$	78,445	Total			$	444,658	$	184,225

For the Nine Months Ended September 30,
BREIT Income (Loss) from Unconsolidated Entities Segment Ownership
Interest 2022 2021
Unconsolidated entities at historical cost:
QTS Data Centers Data Centers 35.7% $ (133,574) $ (17,020)
MGM Grand & Mandalay Bay Net Lease 49.9% 75,350 75,396
Rental Housing investments Rental Housing 12.2% - 52.0% (66,237) (8,615)
Industrial investments Industrial 10.0% - 55.0% (1,645) 212
Retail investments Retail 50.0% (489) —
Hospitality investment Hospitality 30.0% 3,846 —
Total unconsolidated entities at historical cost (122,749) 49,973
Unconsolidated entities at fair value:
Industrial investments Industrial 7.9% - 85.0% 178,857 133,182
Office investments Office 49.0% (5,239) —
Data Center investments Data Centers 12.4% 633 —
Total unconsolidated entities at fair value 174,251 133,182
Total $ 51,502 $ 183,155
(1)On January 9, 2023, the Company sold its 49.9% interest in MGM Grand Las Vegas and Mandalay Bay Resort for cash consideration of approximately $1.3 billion, resulting in a gain on sale of $430.4 million.

2018

5. Investments in Real Estate Debt

The following tables detail the Company’s investments in real estate debt ($ in thousands):


		September 30, 2022									March 31, 2023
Type of Security/Loan(1)	Type of Security/Loan(1)	Weighted Average Coupon(2)	Weighted Average Maturity Date(3)	Face Amount		Cost Basis		Fair Value		Type of Security/Loan(1)	Weighted Average Coupon(2)	Weighted Average Maturity Date(3)	Face Amount		Cost Basis		Fair Value
CMBS(4)	CMBS(4)	L+3.8%	12/4/2029	$	6,610,663	$	6,615,851	$	6,138,573	CMBS(4)	+3.9%	10/27/2032	$	6,386,687	$	6,385,165	$	5,831,097
RMBS	RMBS	4.2%	8/20/2053	405,746		394,216		321,377		RMBS	+4.4%	3/30/2053	404,802		393,439		302,994
Corporate bonds	Corporate bonds	4.9%	8/12/2030	155,877		160,768		130,547		Corporate bonds	5.0%	4/8/2031	107,946		118,691		104,236
Total real estate securities	Total real estate securities	6.2%	2/4/2031	7,172,286		7,170,835		6,590,497		Total real estate securities	7.8%	10/15/2033	6,899,435		6,897,295		6,238,327
Commercial real estate loans	Commercial real estate loans	L+5.4%	6/11/2026	1,324,784		1,344,725		1,306,438		Commercial real estate loans	+5.6%	7/23/2026	1,407,539		1,418,945		1,407,198
Other investments(5)	Other investments(5)	3.7%	7/25/2029	215,749		188,255		184,474		Other investments(5)	5.7%	9/21/2029	205,305		179,142		174,878
Total investments in real estate debt	Total investments in real estate debt	6.4%	4/22/2030	$	8,712,819	$	8,703,815	$	8,081,409	Total investments in real estate debt	8.1%	5/24/2032	$	8,512,279	$	8,495,382	$	7,820,403


		December 31, 2021									December 31, 2022
Type of Security/Loan(1)	Type of Security/Loan(1)	Weighted Average Coupon(2)	Weighted Average Maturity Date(3)	Face Amount		Cost Basis		Fair Value		Type of Security/Loan(1)	Weighted Average Coupon(2)	Weighted Average Maturity Date(3)	Face Amount		Cost Basis		Fair Value
CMBS(4)	CMBS(4)	L+3.5%	8/8/2033	$	5,097,318	$	5,068,099	$	5,029,942	CMBS(4)	+3.9%	12/10/2032	$	6,474,823	$	6,473,296	$	5,943,403
RMBS	RMBS	3.9%	5/24/2061	147,170		146,023		144,691		RMBS	+4.4%	1/21/2053	404,953		393,511		292,516
Corporate bonds	Corporate bonds	4.8%	12/10/2028	135,950		135,952		136,469		Corporate bonds	4.9%	3/17/2031	115,980		126,052		105,558
Total real estate securities	Total real estate securities	3.6%	3/29/2034	5,380,438		5,350,074		5,311,102		Total real estate securities	7.0%	11/4/2033	6,995,756		6,992,859		6,341,477
Commercial real estate loans	Commercial real estate loans	L+4.4%	1/19/2025	1,474,617		1,473,807		1,460,716		Commercial real estate loans	+5.5%	7/17/2026	1,489,296		1,499,691		1,483,358
Other investments(5)	Other investments(5)	3.7%	7/25/2029	227,958		198,909		198,788		Other investments(5)	5.7%	9/21/2029	209,746		183,017		176,868
Total investments in real estate debt	Total investments in real estate debt	3.7%	3/7/2032	$	7,083,013	$	7,022,790	$	6,970,606	Total investments in real estate debt	7.4%	5/25/2032	$	8,694,798	$	8,675,567	$	8,001,703

(1)This table does not include the Company’s Controlling Class Securities in certain CMBS securitizations that have been consolidated on the Company’s financial statements. The underlying collateral loans and the senior CMBS positions owned by third-parties of such securitizations are presented separately on the Company’s Condensed Consolidated Balance Sheets. See Note 6 to the condensed consolidated financial statements.

(2)The ~~term “L”~~symbol “+” refers to the relevant floating benchmark rates, which include USD LIBOR, EURIBOR, SOFR and SONIA, as applicable to each security and loan. Fixed rate CMBS and commercial real estate loans are reflected as a spread over the relevant floating benchmark rates for purposes of the weighted-averages. Weighted Average Coupon for CMBS does not include zero-coupon securities. As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, the Company had interest rate swaps outstanding with a notional value of $1.4 billion and ~~$1.1~~$1.4 billion, respectively, that effectively converts a portion of its fixed rate investments in real estate debt to floating rates. Total weighted average coupon does not include the impact of such interest rate swaps or other derivatives.

(3)Weighted average maturity date is based on the fully extended maturity date of the instrument.

(4)Face amount excludes interest-only securities with a notional amount of ~~$1.2 billion and~~ $1.1 billion as of ~~September 30, 2022~~both March 31, 2023 and December 31, ~~2021, respectively. In addition, CMBS includes zero-coupon securities of $6.3 million as of September 30,~~ 2022. ~~There were no such securities as of December 31, 2021.~~

(5)Includes an interest in an unconsolidated joint venture that holds investments in real estate debt.

2119

The following table details the collateral type of the properties securing the Company’s investments in real estate debt ($ in thousands):

September 30, 2022 December 31, 2021
Collateral(1)
Cost
Basis Fair
Value Percentage Based on Fair Value Cost
Basis Fair
Value Percentage Based on Fair Value
Industrial $ 2,703,979 $ 2,514,293 31% $ 2,597,948 $ 2,573,935 37%
Rental Housing(2)
2,025,335 1,863,436 23% 1,250,446 1,261,455 18%
Hospitality 1,947,869 1,823,395 23% 1,866,683 1,848,015 27%
Net Lease 983,222 948,398 12% 8,885 8,779 –%
Office 555,235 484,746 6% 546,548 527,148 8%
Other 360,895 335,952 4% 331,169 328,745 5%
Diversified 127,280 111,189 1% 403,737 405,569 5%
Retail — — —% 17,374 16,960 –%
Total $ 8,703,815 $ 8,081,409 100% $ 7,022,790 $ 6,970,606 100%


	March 31, 2023					December 31, 2022
Collateral(1)	Cost Basis		Fair Value		Percentage Based on Fair Value	Cost Basis		Fair Value		Percentage Based on Fair Value
Industrial	$	2,727,882	$	2,533,247	33%	$	2,681,299	$	2,483,592	32%
Rental Housing(2)	2,035,063		1,869,787		24%	2,119,282		1,940,795		24%
Hospitality	1,738,205		1,639,085		21%	1,884,353		1,768,090		22%
Net Lease	983,523		943,152		12%	983,374		947,368		12%
Office	551,744		412,401		5%	552,016		439,938		5%
Other	365,061		340,608		4%	360,903		339,609		4%
Diversified	93,904		82,123		1%	94,340		82,311		1%

Total	$	8,495,382	$	7,820,403	100%	$	8,675,567	$	8,001,703	100%

(2)Rental Housing investments in real estate debt are collateralized by various forms of rental housing including apartments and single family rental homes.

The following table details the credit rating of the Company’s investments in real estate debt ($ in thousands):

September 30, 2022 December 31, 2021
Credit Rating(1)
Cost
Basis Fair
Value Percentage Based on Fair Value Cost
Basis Fair
Value Percentage Based on Fair Value
A 107,141 99,886 1% 127,118 125,420 2%
BBB 1,074,011 1,026,771 13% 340,326 337,509 5%
BB 1,939,342 1,760,316 22% 1,446,160 1,441,879 21%
B 1,674,824 1,513,338 19% 1,459,218 1,436,271 21%
CCC 24,338 18,935 —% 24,338 24,242 —%
Private commercial real estate loans 1,506,317 1,466,549 18% 1,598,701 1,585,738 23%
Not rated(2)
2,377,842 2,195,614 27% 2,026,929 2,019,547 28%
Total $ 8,703,815 $ 8,081,409 100% $ 7,022,790 $ 6,970,606 100%


	March 31, 2023					December 31, 2022
Credit Rating(1)	Cost Basis		Fair Value		Percentage Based on Fair Value	Cost Basis		Fair Value		Percentage Based on Fair Value


A	$	91,795	$	86,715	1%	$	91,809	$	86,055	1%
BBB	1,075,691		1,023,017		13%	1,077,419		1,024,908		13%
BB	1,826,016		1,626,826		21%	1,858,101		1,659,281		21%
B	1,518,574		1,343,155		17%	1,609,017		1,424,940		18%
CCC	67,905		55,157		1%	40,486		33,225		—%
Private commercial real estate loans	1,598,087		1,582,076		20%	1,682,708		1,660,226		21%
Not rated(2)	2,317,314		2,103,457		27%	2,316,027		2,113,068		26%
Total	$	8,495,382	$	7,820,403	100%	$	8,675,567	$	8,001,703	100%

(2)As of ~~September 30, 2022,~~March 31, 2023, not rated positions have a weighted-average LTV at origination of ~~64.1% and~~64.2%, are primarily composed of ~~61.0%~~63.4% industrial and ~~29.2%~~27.4% rental housing assets, and ~~includes~~include interest-only securities with a fair value of ~~$24.0~~$15.5 million.

2220

The following table details the amounts recognized for the Company’s investments in real estate debt ($ in thousands):

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Interest income $ 141,622 $ 44,625 $ 313,922 $ 117,438
Unrealized (loss) gain (133,199) (30,073) (581,760) 121,044
Realized (loss) gain (23,627) 13,510 (104,984) 28,007
Total $ (15,204) $ 28,062 $ (372,822) $ 266,489
Income from interest rate swaps and other derivatives 79,268 25,789 250,060 65,141
Income from secured financings of investments in real estate debt(1)
24,011 8,505 62,354 17,324
Other loss (1,582) (2,789) (12,849) (4,514)
Total income (loss) from investments in real estate debt $ 86,493 $ 59,567 $ (73,257) $ 344,440

~~(1)Represents unrealized and realized gains.~~


	Three Months Ended March 31,
		2023		2022
Interest income		$	173,746	$	73,812
Unrealized gain (loss)		3,040		(184,685)
Realized (loss) gain		(1,023)		2,383
Total		175,763		(108,490)
Net realized and unrealized (loss) gain on interest rate swaps and other derivatives		(25,444)		83,975
Net realized and unrealized (loss) gain on secured financings of investments in real estate debt		(5,883)		10,821
Other gain (loss)		9,035		(4,676)
Total income (loss) from investments in real estate debt		$	153,471	$	(18,370)

The Company’s investments in real estate debt included certain CMBS and loans collateralized by properties owned by other Blackstone-advised investment vehicles. The following table details the Company’s investments in affiliated real estate debt ($ in thousands):


		Fair Value				Income (Loss)								Fair Value							Income (Loss)

						Three Months Ended September 30,				Nine Months Ended September 30,										Three Months Ended March 31,
		September 30, 2022		December 31, 2021		2022		2021		2022		2021				March 31, 2023		December 31, 2022				2023		2022
CMBS	CMBS	$	1,777,102	$	3,099,694	$	1,594	$	4,680	$	(129,181)	$	101,626		CMBS	$	1,651,182	$	1,683,765			$	23,897	$	(22,627)
Commercial real estate loans	Commercial real estate loans	832,721		556,571		308		(7,795)		(11,221)		(11,895)			Commercial real estate loans	830,275		835,846				35,086		(1,139)
Total	Total	$	2,609,823	$	3,656,265	$	1,902	$	(3,115)	$	(140,402)	$	89,731		Total	$	2,481,457	$	2,519,611			$	58,983	$	(23,766)

The Company acquired such affiliated CMBS from third-parties on market terms negotiated by the majority third-party investors. ~~Blackstone and its affiliates (including the Company) will forgo~~The Company has forgone all non-economic rights ~~(including~~under these CMBS, including voting ~~rights) in such CMBS as~~rights, so long as the Blackstone-advised investment vehicles either own the properties collateralizing the underlying loans, ~~underlying,~~ or have an interest in a different part of the capital structure ~~related to~~of such CMBS.

The Company acquired ~~Commercial~~commercial real estate loans to borrowers that are ~~partially~~ owned by Blackstone-advised investment vehicles. The Company has forgone all non-economic rights under these loans, including voting rights, so long as the Blackstone-advised investment vehicle controls the borrowers. These loans were negotiated by third parties without the Company's involvement.

As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, the Company’s investments in real estate debt also included ~~$1.9~~$2.0 billion and ~~$1.4~~$1.9 billion, respectively, of CMBS collateralized, in part, by certain of the Company’s mortgage notes. ~~The~~During the three months ended March 31, 2023 and 2022, the Company recognized ~~$5.8~~$37.8 million of gain and ~~$82.3~~$28.7 million of loss, respectively, related to such CMBS during the three and nine months ended September 30, 2022, respectively. The Company recognized $7.0 million and $28.5 million of income related to such CMBS during the three and nine months ended September 30, 2021, respectively.CMBS.

For additional information regarding the Company’s investments in affiliated real estate debt, see Note 5 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The terms and conditions of such affiliated real estate debt held as of September 30, 2022 are consistent with the terms described in such Note.

2321

6. Consolidated Securitization Vehicles

The Company has acquired the Controlling Class Securities of certain CMBS securitizations resulting in the consolidation of such securitizations on its Condensed Consolidated Balance Sheets. The consolidation of these securitizations results in a gross presentation of the underlying collateral loans as discrete assets, as well as inclusion of the senior CMBS positions owned by third-parties, which are presented as liabilities on the Company’s Condensed Consolidated Balance Sheets. The assets of any particular consolidated securitization can only be used to satisfy the liabilities of that securitization and such assets are not available to the Company for any other purpose. Similarly, the senior CMBS obligations of these securitizations can only be satisfied through repayment of the underlying collateral loans, as they do not have any recourse to the Company or its assets, nor has the Company provided any guarantees with respect to the performance or repayment of the senior CMBS obligations.

The following tables detail the real estate loans held by the consolidated securitization vehicles and the related senior obligations of consolidated securitization vehicles ($ in thousands):


		September 30, 2022								March 31, 2023
		Count	Principal Value		Fair Value		Wtd. Avg. Yield/Cost(1)	Wtd. Avg. Term(2)		Count	Principal Value		Fair Value		Wtd. Avg. Yield/Cost(1)	Wtd. Avg. Term(2)
Real estate loans held by consolidated securitization vehicles	Real estate loans held by consolidated securitization vehicles	293	$	17,887,497	$	17,390,941	4.1%	3/16/2025	Real estate loans held by consolidated securitization vehicles	292	$	17,474,208	$	16,948,146	5.6%	3/21/2025
Senior obligations of consolidated securitization vehicles	Senior obligations of consolidated securitization vehicles	23	15,883,564		15,600,814		3.7%	9/5/2025	Senior obligations of consolidated securitization vehicles	22	15,514,813		15,214,633		5.5%	9/24/2025
Real estate loans held by consolidated securitization vehicles in excess of senior obligations of consolidated securitization vehicles	Real estate loans held by consolidated securitization vehicles in excess of senior obligations of consolidated securitization vehicles	23	$	2,003,933	$	1,790,127	5.2%	4/21/2025	Real estate loans held by consolidated securitization vehicles in excess of senior obligations of consolidated securitization vehicles	22	$	1,959,395	$	1,733,513	7.1%	4/24/2025


		December 31, 2021								December 31, 2022
		Count	Principal Value		Fair Value		Wtd. Avg. Yield/Cost(1)	Wtd. Avg. Term(2)		Count	Principal Value		Fair Value		Wtd. Avg. Yield/Cost(1)		Wtd. Avg. Term(2)
Real estate loans held by consolidated securitization vehicles	Real estate loans held by consolidated securitization vehicles	173	$	16,873,465	$	17,055,986	2.4%	10/2/2024	Real estate loans held by consolidated securitization vehicles	292	$	17,527,441	$	17,030,387	5.1	%	3/24/2025
Senior obligations of consolidated securitization vehicles	Senior obligations of consolidated securitization vehicles	22	14,780,036		15,030,653		2.1%	3/14/2025	Senior obligations of consolidated securitization vehicles	22	15,565,671		15,288,598		4.9	%	10/18/2025
Real estate loans held by consolidated securitization vehicles in excess of senior obligations of consolidated securitization vehicles	Real estate loans held by consolidated securitization vehicles in excess of senior obligations of consolidated securitization vehicles	22	$	2,093,429	$	2,025,333	3.6%	11/01/2024	Real estate loans held by consolidated securitization vehicles in excess of senior obligations of consolidated securitization vehicles	22	$	1,961,770	$	1,741,789	6.6	%	5/06/2025

(1)The weighted-average yield and cost represent the all-in rate, which includes both fixed and floating rates, as applicable to each ~~securitized debt obligation.~~securitization vehicle.

(2)Loan term represents weighted-average final maturity, assuming all extension options are exercised by the borrower. Repayments of senior obligations of consolidated securitization vehicles 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.

2422

7. Mortgage Notes, Secured Term Loans, and Secured Revolving Credit Facilities

The following table details the mortgage notes, secured term loans, and secured revolving credit facilities secured by the Company’s real estate ($ in thousands):


		September 30, 2022				Principal Balance Outstanding					March 31, 2023				Principal Balance Outstanding
Indebtedness	Indebtedness	Weighted Average Interest Rate(1)	Weighted Average Maturity Date (2)(3)	Maximum Facility Size		September 30, 2022		December 31, 2021		Indebtedness	Weighted Average Interest Rate(1)	Weighted Average Maturity Date (2)(3)	Maximum Facility Size		March 31, 2023		December 31, 2022
Fixed rate loans:	Fixed rate loans:									Fixed rate loans:
Fixed rate mortgages(4)	Fixed rate mortgages(4)	3.6%	12/12/2028	N/A		$	24,661,911	$	19,086,525	Fixed rate mortgages(4)	3.7%	1/22/2029	N/A		$	25,022,235	$	25,152,361

Variable rate loans:	Variable rate loans:									Variable rate loans:
Variable rate mortgages and secured term loans	Variable rate mortgages and secured term loans	L+2.4%	12/28/2026	N/A		34,496,854		20,075,465		Variable rate mortgages and secured term loans	+2.4%	2/18/2027	N/A		34,074,275		34,141,570
Variable rate secured revolving credit facilities(5)	Variable rate secured revolving credit facilities(5)	L+1.6%	4/19/2026	$	4,450,000	1,250,020		1,614,550		Variable rate secured revolving credit facilities(5)	—%	—	$	4,195,100	—		2,608,778

Variable rate warehouse facilities(6)	Variable rate warehouse facilities(6)	L+1.9%	10/7/2025	$	4,157,147	3,787,846		794,141		Variable rate warehouse facilities(6)	+1.9%	9/26/2025	$	4,420,893	3,663,431		3,728,340

Total variable rate loans	Total variable rate loans	L+2.3%	11/7/2026			39,534,720		22,484,156		Total variable rate loans	+2.3%	12/30/2026			37,737,706		40,478,688
Total loans secured by real estate	Total loans secured by real estate	4.7%	8/28/2027			64,196,631		41,570,681		Total loans secured by real estate	5.8%	10/26/2027			62,759,941		65,631,049
(Discount) premium on assumed debt, net	(Discount) premium on assumed debt, net					(123,523)		68,706		(Discount) premium on assumed debt, net					(121,545)		(121,435)
Deferred financing costs, net	Deferred financing costs, net					(532,760)		(311,999)		Deferred financing costs, net					(532,521)		(546,911)
Mortgage notes, secured term loans, and secured revolving credit facilities, net	Mortgage notes, secured term loans, and secured revolving credit facilities, net					$	63,540,348	$	41,327,388	Mortgage notes, secured term loans, and secured revolving credit facilities, net					$	62,105,875	$	64,962,703

(1)~~The term “L”~~“+” refers to the relevant floating benchmark rates, which include one-month LIBOR, three-month LIBOR, 30-day SOFR, and one-month CDOR as applicable to each loan. As of ~~September 30, 2022, we have~~March 31, 2023, the Company had outstanding interest rate swaps with an aggregate notional balance of ~~$30.9~~$32.2 billion and interest rate caps with an aggregate notional balance of ~~$14.4~~$15.3 billion that mitigate ~~our~~its exposure to potential future interest ~~rates increase~~rate increases under ~~our~~its floating-rate debt. Total weighted average interest rate does not include the impact of derivatives. The net weighted average interest rate including the impact of derivatives is 4.3%.

(2)Weighted average maturity assumes maximum maturity date, ~~(including~~including any ~~extensions),~~extensions, where the Company, at its sole discretion, has one or more extension options.

(3)The majority of the Company’s mortgages contain yield or spread maintenance provisions.

(4)Includes ~~$368.4~~$357.3 million and ~~$396.3~~$364.5 million of loans related to ~~our investment~~investments in affordable housing properties as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively. Such loans are generally ~~with~~from municipalities, housing authorities, and other third parties administered through government sponsored affordable housing programs. Certain of these loans may be forgiven if specific affordable housing conditions are maintained.

(5)Additional borrowings under the Company's variable rate secured revolving credit facilities are immediately available.

(6)Additional borrowings under the Company's variable rate warehouse facilities require additional collateral, which are subject to lender approval.

The following table details the future principal payments due under the Company’s mortgage notes, secured term loans, and secured revolving credit facilities as of ~~September 30, 2022~~March 31, 2023 ($ in thousands):


Year	Year	Amount		Year	Amount
2022 (remaining)		$	42,206
2023		1,070,843
2023 (remaining)				2023 (remaining)	$	487,894
2024	2024	4,371,845		2024	3,762,761
2025	2025	9,422,769		2025	9,029,812
2026	2026	17,037,215		2026	15,988,748
2027	2027	18,467,250		2027	18,458,578
2028				2028	3,644,150
Thereafter	Thereafter	13,784,503		Thereafter	11,387,998
Total	Total	$	64,196,631	Total	$	62,759,941

The Company repaid certain of its loans in conjunction with the sale or a refinancing of the underlying ~~property~~properties and incurred aan aggregate realized net ~~realized~~ loss on extinguishment of debt of ~~$3.3~~$5.3 million and ~~$10.7 million, respectively, for the three and nine months ended September 30, 2022. The Company incurred a~~ net ~~realized loss~~gain on extinguishment of debt of ~~$3.4~~$1.4 million ~~and $9.5 million, respectively,~~ for the three ~~and nine~~ months ended ~~September 30, 2021. Gains on extinguishment of debt~~March 31, 2023 and 2022, respectively. Such gains primarily resulted ~~primarily~~ from the acceleration of mortgage premiums and such losses ~~on extinguishment of debt~~primarily resulted ~~primarily~~ from the acceleration of related deferred financing costs, prepayment penalties, and transaction costs.

2523

The Company is subject to various financial and operational covenants under certain of its mortgage notes, secured term loans, and secured revolving credit facility agreements. These covenants require the Company to maintain certain financial ratios, which include leverage, debt yield, and debt service coverage, among others. As of ~~September 30, 2022,~~March 31, 2023, the Company ~~believes it~~ was in compliance with all of its loan covenants that could result in a default under such agreements, and with respect to the other financial ratio-based covenants, the Company has provided limited guarantees to allow the applicable collateral real estate to continue to distribute their cash flow to the Company.covenants.

8. Secured Financings of Investments in Real Estate Debt

The Company has entered into master repurchase agreements and other financing agreements secured by certain of its investments in real estate debt. The terms of the master repurchase agreements and other financing agreements provide the lenders the ability to determine the size and terms of the financing provided based upon the particular collateral pledged by the Company from time-to-time, and may require the Company to provide additional collateral in the form of cash, securities, or other assets if the market value of ~~the~~such financed investments decline.

The following tables detail the Company’s secured financings of investments in real estate debt ($ in thousands):

September 30, 2022

March 31, 2023

Collateral Type

Borrowings Outstanding

Collateral Assets(1)

Weighted Average

Interest Rate (2)

Weighted Average Maturity Date

Collateral Type

Borrowings Outstanding

Collateral Assets(1)

Weighted Average

Interest Rate (2)

Weighted Average Maturity Date

CMBS

4,432,998

7,325,645

L+1.2%

9/12/2023

CMBS

4,424,635

7,265,468

+1.3%

3/7/2024

RMBS

380,157

510,208

L+1.2%

9/21/2023

RMBS

219,131

304,989

+1.2%

2/12/2024

Commercial real estate loans

141,901

218,310

L+1.9%

4/2/2024

Commercial real estate loans

159,477

244,791

+1.9%

3/23/2024

Corporate bonds

94,988

129,557

L+1.1%

8/29/2023

Corporate bonds

73,503

104,236

+1.2%

2/9/2024

5,050,044

8,183,720

L+1.2%

4,876,746

7,919,484

+1.3%

December 31, 2021

December 31, 2022

Collateral Type

Borrowings Outstanding

Collateral Assets(1)

Weighted Average

Interest Rate (2)

Weighted Average Maturity Date

Collateral Type

Borrowings Outstanding

Collateral Assets(1)

Weighted Average

Interest Rate (2)

Weighted Average Maturity Date

CMBS

4,308,015

6,604,524

L+0.9%

1/20/2023

CMBS

4,482,728

7,447,672

+1.3%

12/27/2023

Commercial real estate loans

224,510

345,400

L+1.8%

4/2/2022

Commercial real estate loans

220,694

294,337

+1.1%

11/18/2023

Corporate bonds

90,578

135,355

L+0.8%

11/17/2022

Corporate bonds

163,547

259,224

+1.9%

3/23/2024

RMBS

83,529

125,967

L+0.9%

12/31/2022

RMBS

99,716

137,084

+1.1%

10/5/2023

4,706,632

7,211,246

L+1.0%

4,966,685

8,138,317

+1.3%

(1)Represents the fair value of the Company’s investments in real estate debt that serve as collateral.

(2)~~The term “L”~~“+” refers to the relevant floating benchmark rates, which include USD LIBOR, EURIBOR, SOFR and SONIA, as applicable to each secured financing.

9. Unsecured Revolving Credit Facilities and Term Loans

The Company is party to an unsecured ~~line of~~ credit facilities with multiple banks. The credit ~~facility expires on February 21, 2025 and~~facilities have a weighted average maturity date of November 29, 2024, which may be extended for one ~~year. Interest under the credit facility is determined based on~~year, and an interest rate of SOFR ~~plus 2.5%~~+2.5%. As of ~~September 30,~~both March 31, 2023 and December 31, 2022, the maximum capacity of the ~~unsecured line of~~ credit facilities was ~~$4.6~~$5.6 billion. As of September 30, 2022, the Company had a $180.0 million letter of credit outstanding, which reduced the line of credit capacity of the unsecured credit facility. No such letter of credit was outstanding as of December 31, 2021. There were no outstanding borrowings ~~on the line of~~under its unsecured credit facilities as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021.~~2022.

The Company is party to an unsecured, uncommitted line of credit (the “Line of Credit”) up to a maximum amount of $75.0 million with an affiliate of Blackstone ~~(“Lender”~~(the “Lender”). The Line of Credit expires on January ~~22, 2023,~~24, 2024, and may be extended for up to 12 months, subject to Lender approval. The interest rate is equivalent to the then-current rate offered to the Company by a third-party lender, or, if no such rate is available, ~~LIBOR plus 2.5%~~SOFR +2.5%. Each advance under the Line of Credit is repayable on the earliest of (i) the expiration of the Line of Credit, (ii) Lender’s demand and (iii) the date on which the Adviser no longer acts as the Company’s ~~investment adviser,~~external manager, provided that the Company will have 180 days to make such repayment in the cases of clauses (i) and (ii) and 45 days to make such repayment in the case of clause (iii). As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, the Company had no outstanding ~~balance~~borrowings under the Line of Credit. ~~Please refer to the Line of Credit filed as an exhibit to the Company's Annual Report on Form 10-K for its detailed terms and conditions.~~

The Company is party to an unsecured term ~~loan~~loans with multiple banks. The term ~~loan expires on July 22, 2025~~loans have a weighted average maturity date of January 30, 2026 and ~~may be extended for one year. Interest under the term loan is determined based on~~an interest rate of SOFR ~~plus 2.5%~~+2.5%. As of ~~September 30,~~both March 31, 2023 and December 31, 2022, the aggregate outstanding balance of the unsecured term ~~loan~~loans was ~~$826.9 million.~~$1.1 billion.

10. Related Party Transactions

Due to Affiliates

The following table details the components of due to affiliates ($ in thousands):


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Accrued stockholder servicing fee	Accrued stockholder servicing fee	$	1,627,916	$	1,235,592	Accrued stockholder servicing fee	$	1,190,084	$	1,588,178
Performance participation allocation	Performance participation allocation	457,023		—		Performance participation allocation	—		—
Accrued management fee	Accrued management fee	74,145		56,607		Accrued management fee	72,922		71,644
Accrued affiliate service provider expenses	Accrued affiliate service provider expenses	12,428		12,880		Accrued affiliate service provider expenses	16,831		14,975
Advanced organization and offering costs		511		2,045

Other	Other	1,489		2,323		Other	1,538		1,511
Total	Total	$	2,173,512	$	1,309,447	Total	$	1,281,375	$	1,676,308

Accrued Stockholder Servicing Fee

The Company accrues the full amount of the future stockholder servicing fees payable to Blackstone Securities Partners L.P. (the “Dealer Manager”), a registered broker dealer affiliated with the Adviser, for Class S, Class T, and Class D shares, up to the 8.75% of gross proceeds limit, at the time such shares are sold. The Dealer Manager has entered into agreements with the selected dealers distributing the Company’s ~~share~~shares as part of its continuous public offering, that provide, among other things, for the re-allowance of the full amount of the selling commissions and dealer manager fee, and all or a portion of the stockholder servicing fees received by the Dealer Manager to such selected dealers.

Performance Participation Allocation

The Special Limited Partner holds a performance participation interest in BREIT OP that entitles it to receive an allocation of BREIT OP’s total return. Total return is defined as distributions paid or accrued plus the change in the Company’s Net Asset Value (“NAV”), adjusted for subscriptions and repurchases. Under the BREIT OP agreement, the annual total return will be allocated solely to the Special Limited Partner only after the other unit holders have received a total return of 5% (after recouping any loss carryforward amount) and such allocation will continue until the allocation between the Special Limited Partner and all other BREIT OP unit holders is equal to 12.5% and 87.5%, respectively. Thereafter, the Special Limited Partner will receive an allocation of 12.5% of the annual total return. The allocation of the performance participation interest is ultimately measured on a calendar year basis and will be paid quarterly in Class I or Class B units of BREIT OP or cash, at the election of the Special Limited Partner. To date, the Special Limited Partner has always elected to be paid in a combination of Class I and Class B units, resulting in a non-cash expense.

Effective March 4, 2022, following the end of each calendar quarter that is not also the end of a calendar year, the Special Limited Partner ~~will be~~has been entitled to a performance participation allocation as described above calculated in respect of the portion of the year to date, less any performance participation allocation received with respect to prior quarters in that year (the “Quarterly Allocation”). The performance participation allocation that the Special Limited Partner is entitled to receive at the end of each calendar year will be reduced by the cumulative amount of Quarterly Allocations that year. If a Quarterly Allocation is made and at the end of a subsequent calendar quarter in the same calendar year the Special Limited Partner is entitled to less than the previously received Quarterly Allocation(s) (a “Quarterly Shortfall”), then subsequent distributions of any Quarterly Allocations or year-end ~~Performance Allocations~~performance allocations in that calendar year will be reduced by an amount equal to such Quarterly Shortfall, until such time as no Quarterly Shortfall remains. If all or any portion of a Quarterly Shortfall remains at the end of a calendar year following the application described in the previous sentence, distributions of any Quarterly Allocations and year-end ~~Performance Allocations~~performance allocations in the subsequent four calendar years will be reduced by (i) the remaining Quarterly Shortfall plus (ii) an annual rate of 5% on the remaining Quarterly Shortfall measured from the first day of the calendar year following the year in which the Quarterly Shortfall arose and compounded quarterly (collectively, the “Quarterly Shortfall Obligation”) until such time as no Quarterly Shortfall Obligation remains; provided, that the Special Limited Partner (or its affiliate) may make a full or partial cash payment to reduce the Quarterly Shortfall Obligation at any time; provided, further, that if any Quarterly Shortfall Obligation remains following such subsequent four calendar years, then the Special Limited Partner (or its affiliate) will promptly pay BREIT OP the remaining Quarterly Shortfall Obligation in cash.

2725

During the three ~~and nine~~ months ended ~~September 30, 2022,~~March 31, 2023, the Company ~~recognized $194.4 million and $817.5 million, respectively, of Performance Participation Allocation~~did not recognize any performance participation allocation expense in the Company’s Condensed Consolidated Statements of Operations. ~~During~~For the ~~three and nine months~~year ended ~~September 30, 2021,~~December 31, 2022, the ~~Company recognized $449.8 million and $892.4 million, respectively,~~full year performance participation allocation was less than the previously distributed Quarterly Allocations resulting in a Quarterly Shortfall amount of ~~Performance Participation Allocation expense in the Company’s Condensed Consolidated Statements of Operations. The Company issued 24.2 million Class I units in BREIT OP to~~$74.9 million. Such Quarterly Shortfall amount is recorded as a receivable from the Special Limited Partner as payment for $360.5 million of previously accrued performance participation allocation for the nine months ended September 30, 2022. The remaining $457.0 million of the performance participation allocation expense relating to the nine months ended September 30, 2022, is recordedand included as a ~~liability within Due to Affiliates~~component of Other Assets on the Company's Condensed Consolidated Balance Sheets. ~~Subsequent to September 30, 2022,~~Beginning January 1, 2023, interest on the Quarterly Shortfall will accrue at a 5% annual rate, compounded quarterly. During the three months ended March 31, 2023, the Company ~~issued 7.5~~accrued interest income of $1.0 million ~~Class I units in BREIT OP~~related to the Special Limited Partner based on the NAV per Class I unit as of September 30, 2022, as partial payment for $112.7 million of the performance participation allocation. At the election of the Special Limited Partner, each Class I unit is redeemable for cash or Class I shares (on a one-for-one basis).

On December 31, 2021, the Company issued 96.4 million Class I units in BREIT OP to the Special Limited Partner as payment of the 2021 performance participation allocation. Such units were issued at the NAV per unit as of December 31, 2021. Also on December 31, 2021, and immediately following (i) the issuance of the Class I units and (ii) the record time for the December 2021 distributions on the Company’s Class I shares, 55.2 million Class I units in BREIT OP were exchanged for 55.2 million unregistered Class I shares in the Company. In January 2022, subsequent to the issuance of the Class I shares and Class I units, 4.7 million of such Class I units were exchanged for 4.7 million Class B units, 37.8 million of such Class I shares and 1.9 million of such Class I units were redeemed for $566.6 million, and 9.0 million of such units were exchanged for 9.0 million unregistered Class I shares in the Company.

In January 2021, the Company issued 15.5 million Class I units and 1.1 million Class B units in BREIT OP to the Special Limited Partner as payment of the 2020 performance participation allocation. Such units were issued at the NAV per unit as of December 31, 2021. Subsequent to the issuance of the Class I units and Class B units, 9.7 million of such units were redeemed for $111.9 million, and 1.1 million of such units were exchanged for unregistered Class I shares in the Company.Quarterly Shortfall amount.

As of ~~November 14, 2022,~~May 12, 2023, Blackstone and its employees, including the Company’s executive officers, owned $1.9 billion and $1.4 billion, respectively, shares of common stock of the Company and ~~Class I and Class B~~ units of BREIT ~~OP in an aggregate amount of $2.5 billion (based on the NAV per share/unit as of September 30, 2022).~~OP.

Accrued Management Fee

The Adviser is entitled to an annual management fee equal to 1.25% of the Company’s NAV, payable monthly, as compensation for the services it provides to the Company. The management fee can be paid, at the Adviser’s election, in cash, certain classes of shares of the Company’s common stock, or certain classes of BREIT OP units. To date, the Adviser has elected to receive the management fee in shares of the Company’s common stock, resulting in a non-cash expense. During the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022 the Company incurred management fees of ~~$219.8~~$221.1 million and ~~$621.6 million, respectively. During the three and nine months ended September 30, 2021, the Company incurred management fees of $122.9 million and $288.1~~$189.2 million, respectively.

During the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ the Company issued ~~36.8~~10.0 million and ~~19.6~~8.4 million unregistered Class I shares, respectively, to the Adviser as payment for management fees. The Company also had a payable of ~~$74.1~~$72.9 million and ~~$56.6~~$71.6 million related to the management fees as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively. During ~~October 2022,~~April 2023, the Adviser was issued ~~4.9~~5.0 million unregistered Class I shares as payment for the management fees accrued as of ~~September 30, 2022.~~March 31, 2023. The shares issued to the Adviser for payment of the management fee were issued at the applicable NAV per share at the end of each month for which the fee was earned. The Adviser did not submit any repurchase requests for shares previously issued as payment for management fees during the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022. ~~During the nine months ended September 30, 2021, the Adviser submitted 10.4 million Class I shares for repurchase by the Company, for a total repurchase amount of $121.4 million.~~

Accrued affiliate service provider expenses and incentive compensation awards

The Company has engaged certain portfolio companies owned by Blackstone-advised investment vehicles, to provide, as applicable, operational services (including, without limitation, construction and project management), management services, loan management services, corporate support services (including, without limitation, accounting, information technology, legal, tax and human resources) and transaction support services for certain of the Company’s properties, and any such arrangements will be at or below market rates. The Company also engaged such portfolio companies for transaction support services related to acquisitions and dispositions, and such costs were either (i) capitalized to Investments in Real Estate or (ii) included as part of the gain (loss) on sale.

The Company has engaged BPP MFNY Employer LLC (“Beam Living”), a portfolio company owned by Blackstone-advised investment vehicles, to provide, as applicable, operational services (including, without limitation, construction and project management), management services, loan management services, corporate support services (including, without limitation, accounting, information technology, legal, tax and human resources) and transaction support services for certain of For further details on the Company’s ~~multifamily properties~~relationships with its affiliated service providers, see Note 10 to the consolidated financial statements in ~~New York City.~~the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

The following table details the amounts incurred for affiliate service providers ($ in thousands):


		Affiliate Service Provider Expenses				Amortization of Affiliate Service Provider Incentive Compensation Awards				Capitalized Transaction Support Services					Affiliate Service Provider Expenses				Amortization of Affiliate Service Provider Incentive Compensation Awards				Capitalized Transaction Support Services
		Three Months Ended September 30,				Three Months Ended September 30,				Three Months Ended September 30,					Three Months Ended March 31,				Three Months Ended March 31,				Three Months Ended March 31,
		2022		2021		2022		2021		2022		2021			2023		2022		2023		2022		2023		2022
Link Industrial Properties LLC	Link Industrial Properties LLC	$	18,892	$	16,363	$	2,002	$	394	$	341	$	458	Link Industrial Properties LLC	$	30,950	$	19,133	$	1,629	$	2,344	$	280	$	1,032
LivCor, LLC	LivCor, LLC	20,681		9,651		1,861		441		44		2,227		LivCor, LLC	25,951		13,978		1,798		2,218		2,325		1,691
ShopCore Properties TRS Management LLC														ShopCore Properties TRS Management LLC	8,843		1,857		94		125		337		—
Revantage Corporate Services, LLC	Revantage Corporate Services, LLC	4,547		899		—		—		—		1,271		Revantage Corporate Services, LLC	5,732		4,832		37		—		—		5
BRE Hotels and Resorts LLC	BRE Hotels and Resorts LLC	3,532		2,794		249		119		231		—		BRE Hotels and Resorts LLC	4,245		3,484		87		191		—		—
ShopCore Properties TRS Management LLC		4,272		1,471		110		15		—		171
Equity Office Management, LLC														Equity Office Management, LLC	1,323		422		46		74		29		—
Beam Living	Beam Living	1,821		—		—		—		—		—		Beam Living	568		—		14		—		—		—
Equity Office Management, LLC		500		418		65		7		—		—
Longview Senior Housing Advisors, LLC	Longview Senior Housing Advisors, LLC	446		—		—		—		—		—		Longview Senior Housing Advisors, LLC	473		428		—		—		—		—
Total	Total	$	54,691	$	31,596	$	4,287	$	976	$	616	$	4,127	Total	$	78,085	$	44,134	$	3,705	$	4,952	$	2,971	$	2,728

		Affiliate Service Provider Expenses				Amortization of Affiliate Service Provider Incentive Compensation Awards				Capitalized Transaction Support Services

		Nine Months Ended September 30,				Nine Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021		2022		2021
Link Industrial Properties LLC		$	62,778	$	48,322	$	6,690	$	999	$	2,579	$	1,276
LivCor, LLC		55,774		30,569		6,296		1,138		3,358		4,302
Revantage Corporate Services, LLC		15,477		2,278		—		—		—		1,271
BRE Hotels and Resorts LLC		11,913		8,237		812		246		231		—
ShopCore Properties TRS Management LLC		10,438		4,366		360		40		1,213		253
Beam Living		1,821		—		—		—		59		—
Equity Office Management, LLC		1,515		1,382		214		23		230		—
Longview Senior Housing Advisors, LLC		1,316		—		—		—		—		—

Total		$	161,032	$	95,154	$	14,372	$	2,446	$	7,670	$	7,102

Affiliate service provider expenses and incentive compensation awards are included as a component of Rental Property Operating and Hospitality Operating expense, as applicable, in the Company’s Condensed Consolidated Statements of Operations. Transaction support service fees were capitalized to Investments in Real Estate on the Company’s Condensed Consolidated Balance Sheets. Neither Blackstone nor the Adviser receives any fees from these arrangements. For further details on the Company’s relationships with its affiliated service providers, see Note 9 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

The Company issues incentive compensation awards to certain employees of ~~affiliate~~ portfolio company service ~~providers that entitles them to receive an allocation~~providers. Such awards vest over the life of the ~~Company’s total return~~awards and stock-based compensation expense is recognized for these awards on a graded vesting attribution method over ~~a certain hurdle amount,~~the applicable vesting period of each award, based on the value of the awards on their grant date, as ~~determined by the Company.~~adjusted for forfeitures. The awards are subject to service periods ranging from three to four years. The vesting ~~condition~~conditions that isare based on the Company achieving of certain returns over a stated hurdle amount isare considered a market ~~condition.~~conditions. The achievement of ~~total~~ returns over the stated hurdle ~~amount,~~amounts, which ~~affects~~affect the quantity of awards that vest, is considered a performance condition. If the Company determines it is ~~considered~~ probable that the performance ~~condition~~conditions will be met, ~~these awards are~~the value of the award will be amortized over the ~~four-year~~ service ~~period,~~periods, as adjusted for forfeitures. The number of awards expected to vest is evaluated each reporting period and compensation expense is recognized for those awards for which achievement of the performance criteria is considered probable. As of ~~September 30, 2022,~~March 31, 2023, the Company has determined it is probable that the performance condition will be met for certain awards and has amortized the value of such awards over the applicable service period. None of Blackstone, the Adviser, or the affiliate portfolio company service providers receive any incentive compensation from the aforementioned arrangements. During the three and nine months ended September 30, 2022, the Company amortized $4.3 million and $14.4 million, respectively, of affiliate service provider incentive compensation awards. During the three and nine months ended September 30, 2021, the Company amortized $1.0 million and $2.4 million, respectively, of affiliate service provider incentive compensation awards.

The following table details the incentive compensation awards ($ in thousands):


								September 30, 2022				December 31, 2022		For the Three Months Ended March 31, 2023						March 31, 2023
Plan Year	Plan Year	Unrecognized Compensation Cost as of December 31, 2021		Value of Awards Issued		Amortization of Compensation Cost for the Nine Months Ended September 30, 2022		Unrecognized Compensation Cost		Remaining Amortization Period	Plan Year	Unrecognized Compensation Cost		Forfeiture of unvested awards		Value of Awards Issued		Amortization of Compensation Cost		Unrecognized Compensation Cost		Remaining Amortization Period
2019		$	1,520	$	—	$	(1,104)	$	416	0.3 years
2020		—		—		—		—		—

2021	2021	37,201		—		(8,580)		28,621		2.3 years	2021	$	23,161	$	(1,390)	$	—	$	(2,114)	$	19,657	1.8 years
2022	2022	—		25,000		(4,688)		20,312		3.3 years	2022	24,889		(1,609)		—		(1,970)		21,310		2.5 years
2023											2023	—		—		37,138		(2,321)		34,817		3.8 years
		$	38,721	$	25,000	$	(14,372)	$	49,349			$	48,050	$	(2,999)	$	37,138	$	(6,405)	$	75,784

Other

As of ~~September 30,~~both March 31, 2023 and December��31, 2022, ~~and December 31, 2021,~~ the Adviser had advanced $1.5 million ~~and $2.3 million, respectively,~~ of expenses on the Company’s behalf for general corporate expenses provided by unaffiliated third parties. Such expenses are reimbursed by the Company to the Advisor in the ordinary course.

Affiliate Title Service Provider

Blackstone owns Lexington National Land Services (“LNLS”), a title agent company. LNLS acts as an agent for one or more underwriters in issuing title policies and/or providing support services in connection with investments by the Company, Blackstone and their affiliates and related parties, and ~~third parties.~~third-parties. LNLS focuses on transactions in rate-regulated states where the cost of title insurance is non-negotiable. LNLS will not perform services in non-regulated states for the Company, unless (i) in the context of a portfolio transaction that includes properties in rate-regulated states, (ii) as part of a syndicate of title insurance companies where the rate is negotiated by other insurers or their agents, (iii) when a ~~third party~~third-party is paying all or a material portion of the premium or (iv) when providing only support services to the underwriter. LNLS earns fees, which would have otherwise been paid to third parties, by providing title agency services and facilitating placement of title insurance with underwriters. Blackstone receives distributions from LNLS in connection with investments by the Company based on its equity interest in LNLS. In each case, there will be no related expense offset to the ~~Company~~Company.

During the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, the Company paid LNLS ~~$26.8~~$1.2 million for title services related to 4519 investments and such costs were either (i) ~~capitalized to Investments~~included in ~~Real Estate~~calculating net gain on dispositions of real estate on the Condensed Consolidated Statements of Operations or (ii) recorded as deferred financing costs, which is a reduction to Mortgage Notes, Secured Term Loans, and Secured Revolving Credit Facilities on the Condensed Consolidated Balance Sheets.

Captive Insurance Company

During the three ~~and nine~~ months ended ~~September 30, 2022,~~March 31, 2023, the Company ~~contributed $8.7~~received a refund of $0.2 million ~~and $90.3 million, respectively,~~ of ~~capital to the captive insurance company for~~ insurance premiums ~~and its pro rata share of other expenses. Of these amounts, $0.2 million and $1.8 million, respectively, was attributable to the fee~~previously paid to ~~a Blackstone affiliate to provide oversight and management services of~~ the captive insurance company. The capital contributed and fees paid are in place of insurance premiums and fees that would otherwise be paid to third party insurance companies, and are equivalent or less than the rate third-party insurance companies would charge for such services. During the three and nine months ended September 30, 2021, the Company contributed $5.3 million and $49.5 million, respectively, of capital to the captive insurance company. Of these amounts, $0.1 million and $0.9 million, respectively,refund was attributable to dispositions of real estate and represented the ~~fee paid to a Blackstone affiliate to provide oversight and management services~~pro-rata unused period of the ~~captive insurance company.~~annual premiums for such dispositions.

Other

As of March 31, 2023 and December 31, ~~2021,~~2022, the Company had a receivable of ~~$3.9~~$8.3 million and $6.0 million, respectively, from LivCor ~~L.L.C.~~ and such amount is included in Other Assets on the Company’s Condensed Consolidated Balance Sheets. ~~As of September 30, 2022, there was no such receivable.~~

3027

11. Other Assets and Other Liabilities

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


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Interest rate and foreign currency hedging derivatives	Interest rate and foreign currency hedging derivatives	$	3,106,268	$	41,453	Interest rate and foreign currency hedging derivatives	$	2,249,220	$	3,033,595
Real estate intangibles, net	Real estate intangibles, net	1,857,432		1,487,436		Real estate intangibles, net	1,475,607		1,624,212
Receivables, net	Receivables, net	810,132		381,201		Receivables, net	792,282		821,309
Straight-line rent receivable						Straight-line rent receivable	528,850		454,989
Equity securities	Equity securities	612,625		3,225,660		Equity securities	526,759		530,119
Straight-line rent receivable		409,032		275,200
Held for sale assets		352,699		196,244
Held-for-sale assets						Held-for-sale assets	392,263		380,267
Single family rental homes risk retention securities	Single family rental homes risk retention securities	300,718		233,525		Single family rental homes risk retention securities	300,718		300,718
Prepaid expenses	Prepaid expenses	195,983		151,188		Prepaid expenses	132,748		146,568
Deferred leasing costs, net						Deferred leasing costs, net	131,234		121,230
Deferred financing costs, net	Deferred financing costs, net	112,463		51,535		Deferred financing costs, net	105,083		103,049
Deferred leasing costs, net		111,897		84,990
Pre-acquisition costs		92,278		153,659
Due from affiliate(1)						Due from affiliate(1)	74,857		74,857

Other	Other	231,749		168,642		Other	274,958		291,035
Total	Total	$	8,193,276	$	6,450,733	Total	$	6,984,579	$	7,881,948

(1)Refer to the Performance Participation Allocation section of Note 10 for additional information.

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


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Stock repurchases payable	Stock repurchases payable	$	872,155	$	100,540	Stock repurchases payable	$	694,720	$	151,959
Right of use lease liability - operating leases	Right of use lease liability - operating leases	643,286		180,453		Right of use lease liability - operating leases	641,907		638,830
Subscriptions received in advance		577,014		1,746,910
Accounts payable and accrued expenses						Accounts payable and accrued expenses	451,544		470,335
Accrued interest expense						Accrued interest expense	413,238		395,459
Intangible liabilities, net						Intangible liabilities, net	312,183		330,432
Real estate taxes payable	Real estate taxes payable	506,636		211,063		Real estate taxes payable	291,766		350,757
Accounts payable and accrued expenses		505,444		265,754
Intangible liabilities, net		348,791		288,643
Accrued interest expense		337,381		215,757
Distribution payable	Distribution payable	241,186		190,143		Distribution payable	248,826		238,297
Tenant security deposits	Tenant security deposits	235,027		172,308		Tenant security deposits	238,302		237,891
Held-for-sale liabilities						Held-for-sale liabilities	218,365		275,052
Prepaid rental income	Prepaid rental income	190,254		125,250		Prepaid rental income	176,665		188,450
Subscriptions received in advance						Subscriptions received in advance	137,687		208,632
Securitized debt obligations, net	Securitized debt obligations, net	188,172		200,953		Securitized debt obligations, net	79,494		123,628

Held for sale liabilities		109,288		114,377
Right of use lease liability - financing leases	Right of use lease liability - financing leases	76,694		75,730		Right of use lease liability - financing leases	77,326		77,008
Interest rate and foreign currency hedging derivatives	Interest rate and foreign currency hedging derivatives	23,250		45,597		Interest rate and foreign currency hedging derivatives	50,162		50,557
Other	Other	246,142		250,670		Other	217,815		174,746
Total	Total	$	5,100,720	$	4,184,148	Total	$	4,250,000	$	3,912,033

3128

12. Intangibles

The gross carrying amount and accumulated amortization of the Company’s intangible assets and liabilities consisted of the following ($ in thousands):


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Intangible assets	Intangible assets					Intangible assets
In-place lease intangibles	In-place lease intangibles	$	2,260,852	$	1,920,331	In-place lease intangibles	$	1,997,119	$	2,022,087
Indefinite life intangibles	Indefinite life intangibles	193,182		104,182		Indefinite life intangibles	193,182		193,182
Above-market lease intangibles	Above-market lease intangibles	72,479		60,383		Above-market lease intangibles	67,223		71,952
Other intangibles	Other intangibles	370,635		69,634		Other intangibles	371,868		371,631
Total intangible assets	Total intangible assets	2,897,148		2,154,530		Total intangible assets	2,629,392		2,658,852
Accumulated amortization	Accumulated amortization					Accumulated amortization
In-place lease amortization	In-place lease amortization	(982,696)		(628,163)		In-place lease amortization	(1,075,639)		(971,988)
Above-market lease amortization	Above-market lease amortization	(29,111)		(22,993)		Above-market lease amortization	(30,077)		(31,419)
Other intangibles amortization	Other intangibles amortization	(27,909)		(15,938)		Other intangibles amortization	(48,069)		(31,233)
Total accumulated amortization	Total accumulated amortization	(1,039,716)		(667,094)		Total accumulated amortization	(1,153,785)		(1,034,640)
Intangible assets, net	Intangible assets, net	$	1,857,432	$	1,487,436	Intangible assets, net	$	1,475,607	$	1,624,212

Intangible liabilities	Intangible liabilities					Intangible liabilities
Below-market lease intangibles	Below-market lease intangibles	$	478,157	$	377,132	Below-market lease intangibles	$	473,732	$	476,186
Total intangible liabilities	Total intangible liabilities	478,157		377,132		Total intangible liabilities	473,732		476,186
Accumulated amortization	Accumulated amortization					Accumulated amortization
Below-market lease amortization	Below-market lease amortization	(129,366)		(88,489)		Below-market lease amortization	(161,549)		(145,754)
Total accumulated amortization	Total accumulated amortization	(129,366)		(88,489)		Total accumulated amortization	(161,549)		(145,754)
Intangible liabilities, net	Intangible liabilities, net	$	348,791	$	288,643	Intangible liabilities, net	$	312,183	$	330,432

The estimated future amortization on the Company’s intangibles for each of the next five years and thereafter as of ~~September 30, 2022~~March 31, 2023 is as follows ($ in thousands):


		In-place Lease Intangibles		Above-market Lease Intangibles		Other Intangibles		Below-market Lease Intangibles			In-place Lease Intangibles		Above-market Lease Intangibles		Other Intangibles		Below-market Lease Intangibles
2022 (remaining)		$	230,054	$	3,010	$	10,007	$	(18,650)
2023		387,749		9,771		39,487		(70,573)
2023 (remaining)										2023 (remaining)	$	260,218	$	6,841	$	29,634	$	(53,868)
2024	2024	171,369		7,887		35,858		(58,723)		2024	170,342		7,773		36,079		(58,558)
2025	2025	128,332		6,324		33,278		(48,368)		2025	129,185		6,463		33,500		(48,287)
2026	2026	98,790		5,030		32,202		(38,258)		2026	98,061		4,934		32,203		(37,820)
2027	2027	70,162		3,490		30,139		(26,731)		2027	69,856		3,455		29,990		(26,694)
2028										2028	54,259		2,495		28,740		(20,144)
Thereafter	Thereafter	191,700		7,856		161,755		(87,488)		Thereafter	139,559		5,185		133,653		(66,812)
		$	1,278,156	$	43,368	$	342,726	$	(348,791)		$	921,480	$	37,146	$	323,799	$	(312,183)

3229

13. Derivatives

The Company uses derivative financial instruments to minimize the risks and/or costs associated with the Company’s investments and 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”.~~Hedging." Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements, fluctuations in foreign exchange rates, and other identified risks.

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, the Company enters into derivative financial instruments with counterparties it believes to have appropriate credit ratings and that are major financial institutions with which the Company and its affiliates may also have other financial relationships.

Interest Rate Contracts

Certain of the Company’s transactions expose the Company to interest rate risks, which include exposure to variable interest rates on certain loans secured by the Company’s real estate in addition to its secured financings of investments in real estate debt. The Company uses derivative financial instruments, which includes interest rate swaps and caps, and may also include ~~interest rate caps,~~ options, floors, and other interest rate derivative contracts, to limit the Company’s exposure to the future variability of interest rates. The Company ~~uses~~has the right of offset for certain derivatives, ~~to present~~and presents them net on the financial statements.

The following tables detail the Company’s outstanding interest rate derivatives (notional amount in thousands):

September 30, 2022
Interest Rate Derivatives Number of Instruments Notional Amount Weighted Average Strike Index Weighted Average Maturity (Years)
Derivatives designated as hedging instruments
Interest Rate Swaps - Property debt 20 $ 7,455,985 2.6% LIBOR, SOFR 6.3
Derivatives not designated as hedging instruments
Interest Rate Caps - Property debt 104 $ 14,352,391 4.0% LIBOR, SOFR 0.8
Interest Rate Swaps - Property debt 45 $ 23,430,590 1.9% LIBOR, SOFR, EURIBOR 7.5
Interest Rate Swaps - Investments in real estate debt 64 $ 1,418,960 1.4% LIBOR, SOFR 4.4
December 31, 2021
Interest Rate Derivatives Number of Instruments Notional Amount Weighted Average Strike Index Weighted Average Maturity (Years)
Derivatives not designated as hedging instruments
Interest Rate Swaps - Property debt 22 $ 9,500,000 1.3% LIBOR 7.0
Interest Rate Swaps - Investments in real estate debt 54 $ 1,076,210 1.0% LIBOR 4.8


	March 31, 2023
Interest Rate Derivatives	Number of Instruments	Notional Amount		Weighted Average Strike	Index	Weighted Average Maturity (Years)
Derivatives designated as hedging instruments
Interest rate swaps - property debt	20	$	7,227,214	2.6%	LIBOR, SOFR	5.9
Derivatives not designated as hedging instruments
Interest rate caps - property debt	140	15,332,921		4.4%	LIBOR, SOFR	0.8
Interest rate swaps - property debt	50	25,015,600		2.0%	LIBOR, SOFR, EURIBOR	7.0
Interest rate swaps - investments in real estate debt	60	1,367,960		1.4%	LIBOR, SOFR	3.9
Total		$	41,716,481
	December 31, 2022
Interest Rate Derivatives	Number of Instruments	Notional Amount		Weighted Average Strike	Index	Weighted Average Maturity (Years)
Derivatives designated as hedging instruments
Interest rate swaps - property debt	20	$	7,417,852	2.6%	LIBOR, SOFR	6.1
Derivatives not designated as hedging instruments
Interest rate caps - property debt	135	14,147,947		4.1%	LIBOR, SOFR	0.8
Interest rate swaps - property debt	50	25,015,600		2.0%	LIBOR, SOFR, EURIBOR	7.3
Interest rate swaps - investments in real estate debt	61	1,392,960		1.4%	LIBOR, SOFR	4.1
Total		$	40,556,507

Foreign Currency Forward Contracts

Certain of the Company’s international investments expose it to fluctuations in foreign currency exchange rates and interest rates. These fluctuations may impact the value of the Company’s cash receipts and payments in terms of its functional currency, the U.S. dollar. The Company uses 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.

The following table details the Company’s outstanding foreign currency forward contracts that were non-designated hedges of foreign currency risk (notional amount in thousands):

September 30, 2022 December 31, 2021
Foreign Currency Forward Contracts Number of Instruments Notional Amount Number of Instruments Notional Amount
Buy USD / Sell EUR Forward 11 € 151,752 10 € 552,513
Buy USD / Sell GBP Forward 10 £ 36,495 7 £ 267,368
Buy EUR / Sell USD Forward — € — 1 € 5,978
Buy GBP / Sell USD Forward — £ — 3 £ 15,396


	March 31, 2023			December 31, 2022
Foreign Currency Forward Contracts	Number of Instruments	Notional Amount		Number of Instruments	Notional Amount
Buy USD / Sell EUR Forward	9	€	150,449	14	€	160,206
Buy USD / Sell GBP Forward	9	£	53,519	12	£	132,563

Valuation and Financial Statement Impact

The following table details the fair value of the Company’s derivative financial instruments ($ in thousands):

Fair Value of Derivatives
in an Asset(1) Position
Fair Value of Derivatives
in a Liability(2) Position
September 30, 2022 December 31, 2021 September 30, 2022 December 31, 2021
Derivatives designated as hedging instruments
Interest rate derivatives $ 430,308 $ — $ — $ —
Total Derivatives designated as hedging instruments 430,308 — — —
Derivatives not designated as hedging instruments
Interest rate derivatives 2,663,869 41,123 23,250 38,062
Foreign currency forward contracts 12,091 330 — 7,535
Total Derivatives not designated as hedging instruments 2,675,960 41,453 23,250 45,597
Total Interest rate and foreign currency hedging derivatives $ 3,106,268 $ 41,453 $ 23,250 $ 45,597


	Fair Value of Derivatives in an Asset(1) Position				Fair Value of Derivatives in a Liability(2) Position
	March 31, 2023		December 31, 2022		March 31, 2023		December 31, 2022
Derivatives designated as hedging instruments
Interest rate swaps - property debt	$	251,278	$	409,260	$	—	$	—
Total derivatives designated as hedging instruments	251,278		409,260		—		—
Derivatives not designated as hedging instruments
Interest rate caps - property debt(3)	147,167		183,392		28,392		36,173
Interest rate swaps - property debt	1,742,461		2,310,511		17,153		—
Interest rate swaps - investments in real estate debt	108,264		130,181		—		—
Foreign currency forward contracts	50		251		4,617		14,384
Total derivatives not designated as hedging instruments	1,997,942		2,624,335		50,162		50,557
Total interest rate and foreign currency hedging derivatives	$	2,249,220	$	3,033,595	$	50,162	$	50,557

(1)Included in Other Assets in the Company’s Condensed Consolidated Balance Sheets.

(2)Included in Other Liabilities in the Company’s Condensed Consolidated Balance Sheets.

(3)Includes interest rate caps with fair value of $190.0 million and $237.7 million presented on a net basis as of March 31, 2023 and December 31, 2022, respectively.

The following table details the effect of the Company’s derivative financial instruments on the Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Comprehensive Income (Loss) ($ in thousands):

Type of Derivative Realized/Unrealized Gain (Loss) Location of Gain (Loss) Recognized Three Months Ended September 30,
2022 2021
Included in Net Income (Loss)
Interest Rate Swap – Property debt Unrealized gain (1) $ 1,095,372 $ 7,995
Interest Rate Caps – Property debt Unrealized gain (1) 99,786 —
Interest Rate Swap – Investments in real estate debt Realized gain (loss) (2) 7,479 (77)
Interest Rate Swap – Investments in real estate debt Unrealized gain (2) 48,018 7,017
Foreign Currency Forward Contract Realized gain (2) 20,686 335
Foreign Currency Forward Contract Unrealized gain (2) 3,086 18,514
1,274,427 33,784
Included in Other Comprehensive Income
Interest Rate Swap – Property debt Unrealized gain 428,857 —
Total $ 1,703,284 $ 33,784
Type of Derivative Realized/Unrealized Gain (Loss) Location of Gain (Loss) Recognized Nine Months Ended September 30,
2022 2021
Included in Net Income (Loss)
Interest Rate Swap – Property debt Unrealized gain (loss) (1) $ 2,345,437 $ (2,151)
Interest Rate Caps – Property debt Unrealized gain (1) 163,890 —
Interest Rate Swap – Investments in real estate debt Realized gain (loss) (2) 17,805 (15,041)
Interest Rate Swap – Investments in real estate debt Unrealized gain (2) 129,227 49,947
Foreign Currency Forward Contract Realized gain (loss) (2) 83,669 (8,244)
Foreign Currency Forward Contract Unrealized gain (2) 19,359 38,479
2,759,387 62,990
Included in Other Comprehensive Income
Interest Rate Swap – Property debt Unrealized gain 428,857 —
Total $ 3,188,244 $ 62,990
















Type of Derivative	Realized/Unrealized Gain (Loss)	Location of Gain (Loss) Recognized	Three Months Ended March 31,
			2023		2022
Included in Net Income (Loss)
Interest rate swap – property debt	Unrealized (loss) gain	(1)	$	(557,680)	$	635,984
Interest rate caps – property debt	Unrealized (loss) gain	(1)	(62,570)		45,339
Interest rate swap – investments in real estate debt	Realized gain	(2)	2,035		—
Interest rate swap – investments in real estate debt	Unrealized (loss) gain	(2)	(21,911)		59,709
Foreign currency forward contract	Realized (loss) gain	(2)	(15,134)		21,344
Foreign currency forward contract	Unrealized gain	(2)	9,566		2,922
Total			$	(645,694)	$	765,298
Included in Other Comprehensive Income
Interest rate swap – property debt(3)	Unrealized loss		(151,255)		—
Total			$	(796,949)	$	765,298

(1)Included in Income from ~~Equity Securities and~~ Interest Rate Derivatives in the ~~Company's~~Company’s Condensed Consolidated Statements of Operations.

(2)Included in Income (Loss) from Investments in Real Estate Debt in the Company’s Condensed Consolidated Statements of Operations.

(3)During the year ended March 31, 2023, $32.8 million of net gain was reclassified from accumulated other comprehensive income into net income.

Credit-Risk Related Contingent Features

The Company has entered into agreements with certain of its derivative counterparties that contain provisions whereby if the Company were to default on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, the Company may also be declared in default under its derivative obligations. In addition, certain of the Company’s agreements with its derivative counterparties require the Company to post collateral based on a percentage of derivative notional amounts and/or to secure net liability positions.

As of ~~September 30, 2022,~~March 31, 2023, the Company posted collateral of ~~$19.4~~$39.1 million with two of its counterparties as required under the derivative contracts. As of December 31, ~~2021,~~2022, the Company was in a net liability position with ~~one~~two of its derivative counterparties and posted collateral of ~~$5.1~~$47.6 million under the derivative contract.

3532

14. Equity and Redeemable Non-controlling Interest

Authorized Capital

As of ~~September 30, 2022,~~March 31, 2023, the Company had the authority to issue ~~10,100,000,000~~10,600,000,000 shares, consisting of the following:


		Number of Shares (in thousands)	Par Value			Number of Shares (in thousands)	Par Value Per Share
Preferred Stock	Preferred Stock	100,000	$	0.01	Preferred Stock	100,000	$	0.01
Class S Shares	Class S Shares	3,000,000	$	0.01	Class S Shares	3,000,000	$	0.01
Class I Shares	Class I Shares	6,000,000	$	0.01	Class I Shares	6,000,000	$	0.01
Class T Shares	Class T Shares	500,000	$	0.01	Class T Shares	500,000	$	0.01
Class D Shares	Class D Shares	500,000	$	0.01	Class D Shares	500,000	$	0.01
Class C Shares					Class C Shares	500,000	$	0.01
Total	Total	10,100,000			Total	10,600,000

Common Stock

The following table details the movement in the Company’s outstanding shares of common stock (in thousands):

Three Months Ended September 30, 2022
Class S Class I Class T Class D Total
June 30, 2022 1,543,834 2,433,206 72,177 389,370 4,438,587
Common stock issued 60,279 173,149 1,888 28,609 263,925
Distribution reinvestment 8,268 13,262 435 2,311 24,276
Common stock repurchased (23,835) (173,640) (1,276) (4,755) (203,506)
Independent directors' restricted stock grant(1)
— 48 — — 48
September 30, 2022 1,588,546 2,446,025 73,224 415,535 4,523,330
Nine Months Ended September 30, 2022
Class S Class I Class T Class D Total
December 31, 2021 1,254,348 2,086,631 57,287 291,087 3,689,353
Common stock issued 357,708 745,681 17,240 127,653 1,248,282
Distribution reinvestment 23,663 37,745 1,204 6,254 68,866
Common stock repurchased (47,173) (424,080) (2,507) (9,459) (483,219)
Independent directors' restricted stock grant(1)
— 48 — — 48
September 30, 2022 1,588,546 2,446,025 73,224 415,535 4,523,330


	Three Months Ended March 31, 2023
	Class S	Class I	Class T	Class D	Class C	Total
December 31, 2022	1,597,414	2,394,737	72,599	421,428	—	4,486,178
Common stock issued (transferred)(1)	11,300	598,503	(652)	(245,069)	1,082	365,164
Distribution reinvestment	7,878	12,843	422	2,221	3	23,367
Common stock repurchased	(34,156)	(178,729)	(1,831)	(11,788)	—	(226,504)

March 31, 2023	1,582,436	2,827,354	70,538	166,792	1,085	4,648,205

(1) ~~The independent directors’ restricted stock grant for~~Includes transfer of shares from Class T and Class D to Class I during the three months ended March 31, 2023.

As of January 1, 2023, the Regents of the University of California (“UC Investments”), subscribed for an aggregate 268.9 million Class I shares for a total purchase price of $4.0 billion. The investment was made at the Company’s January 1, 2023 public offering price with fees and ~~nine months ended September 30, 2022 represents $0.1~~terms consistent with existing stockholders. In connection with this investment, a subsidiary of Blackstone entered into a long-term strategic venture with UC Investments.

Blackstone contributed $1.0 billion of its current holdings in the Company as part of the strategic venture, which provides a waterfall structure with UC Investments receiving a 11.25% minimum annualized net return on its investment in the Company (supported by a pledge of Blackstone’s contribution) and upside from its investment. In exchange, Blackstone will be entitled to receive an incremental 5% cash promote payment from UC Investments on any returns received in excess of the specified minimum, in addition to the existing management and incentive fees borne by all holders of Class I shares of the Company. The pledge will also extend to any appreciation and dividends received by Blackstone in respect of the contributed $1.0 billion. After January 2028, the parties have the option to request repurchase of their investments ratably over two years (a minimum average 6-year hold).

On March 1, 2023, UC Investments subscribed for an additional 33.9 million Class I shares for a total purchase price of $500.0 million. This investment was made at the Company’s March 1, 2023 public offering price with fees and terms consistent with existing stockholders. Blackstone contributed an incremental $125.0 million of its current holdings in the ~~annual compensation paid to each of~~Company on the ~~independent directors. The cost of each grant is amortized over the one-year service period for each grant.~~same terms described above.

Share and Unit Repurchases

The Company has adopted a Share Repurchase Plan (the “Repurchase Plan”), which is approved and administered by the Company's board of directors, whereby, subject to certain limitations, stockholders may request on a monthly basis that the Company repurchases all or any portion of their shares. The Repurchase Plan will be limited to no more than 2% of the Company’s aggregate NAV per month (measured using the aggregate NAV as of the end of the immediately preceding month) and no more than 5% of the Company’s aggregate NAV per calendar quarter (measured using the average aggregate NAV as of the end of the immediately preceding three months). For the avoidance of doubt, both of these limits are assessed during each month in a calendar quarter. In the event that the Company receives repurchase requests in excess of the 2% or 5% limits, then repurchase requests will be satisfied on a pro rata basis after the Company has repurchased all shares for which repurchase has been requested due to death, disability or divorce and other limited exceptions.

Should repurchase requests, in the board of directors' judgment, place an undue burden on its liquidity, adversely affect its operations or risk having an adverse impact on the Company as a whole, or should the board of directors otherwise determine that investing its liquid assets in real properties or other investments rather than repurchasing its shares is in the best interests of the Company as a whole, then the Company may choose to repurchase fewer shares than have been requested to be repurchased (including relative

to the 2% monthly limit and 5% quarterly limit under the share repurchase plan), or none at all. Further, the Company’s board of directors may make exceptions to, modify, or suspend the Company’s share repurchase plan (including to make exceptions to the repurchase limitations, or repurchase less shares than such repurchase limitations) if it deems such action to be in the Company’s best interest and the best interest of its stockholders. All unsatisfied repurchase requests must be resubmitted after the start of the next month or quarter, or upon the recommencement of the share repurchase plan, as applicable.

For the three months ended ~~September 30, 2022,~~March 31, 2023, the Company repurchased ~~203.5~~226.5 million shares of common stock and ~~0.2~~3.1 million BREIT OP units for a total of ~~$3.1 billion~~$3.4 billion. During the months ended January 31, 2023, February 28, 2023, and ~~$2.5 million, respectively.~~March 31, 2023, the Company received repurchase requests that exceeded the applicable repurchase limits under the Company's share repurchase plan. For the ~~nine~~ months ended ~~September 30, 2022,~~January 31, 2023, February 28, 2023, and March 31, 2023, in accordance with the share repurchase plan, the Company ~~repurchased 483.2 million shares~~fulfilled repurchases equal to 2.0%, 2.0% and 1.0% of ~~common stock~~NAV, or 25%, 35% and ~~3.2 million BREIT OP units for a total~~15% of ~~$7.2 billion and $46.8 million, respectively. The Company had no unfulfilled~~ repurchase requests, ~~during the nine months ended September 30, 2022.~~respectively.

Distributions

The Company generally intends to distribute substantially all of its taxable income, which does not necessarily equal net income as calculated in accordance with GAAP, to its stockholders each year to comply with the REIT provisions of the Internal Revenue Code.

Each class of common stock receives the same gross distribution per share. The net distribution varies for each class based on the applicable stockholder servicing fee, which is deducted from the monthly distribution per share and paid directly to the applicable distributor.

The following table details the aggregate distributions declared for each applicable class of common stock:


		Three Months Ended September 30, 2022
		Class S		Class I		Class T		Class D
Aggregate gross distributions declared per share of common stock		$	0.1677	$	0.1677	$	0.1677	$	0.1677
Stockholder servicing fee per share of common stock		(0.0324)		—		(0.0320)		(0.0094)
Net distributions declared per share of common stock		$	0.1353	$	0.1677	$	0.1357	$	0.1583

		Nine Months Ended September 30, 2022									Three Months Ended March 31, 2023
		Class S		Class I		Class T		Class D			Class S		Class I		Class T		Class D		Class C
Aggregate gross distributions declared per share of common stock	Aggregate gross distributions declared per share of common stock	$	0.5010	$	0.5010	$	0.5010	$	0.5010	Aggregate gross distributions declared per share of common stock	$	0.1663	$	0.1663	$	0.1663	$	0.1663	$	—
Stockholder servicing fee per share of common stock	Stockholder servicing fee per share of common stock	(0.0951)		—		(0.0937)		(0.0274)		Stockholder servicing fee per share of common stock	(0.0310)		—		(0.0305)		(0.0089)		—
Net distributions declared per share of common stock	Net distributions declared per share of common stock	$	0.4059	$	0.5010	$	0.4073	$	0.4736	Net distributions declared per share of common stock	$	0.1353	$	0.1663	$	0.1358	$	0.1574	$	—

Redeemable Non-controlling Interest

In connection with its performance participation interest, the Special Limited Partner holds Class I units in BREIT OP. See Note 10 for further details of the Special Limited Partner’s performance participation interest. Because the Special Limited Partner has the ability to redeem its Class I units for Class I shares in the Company or cash, at the election of the Special Limited Partner, the Company has classified these Class I units as Redeemable Non-controlling Interest in mezzanine equity on the Company’s Condensed Consolidated Balance Sheets.

The following table details the redeemable non-controlling interest activity related to the Special Limited Partner for the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ ($ in thousands):


		Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021			2023		2022
Balance at the beginning of the year	Balance at the beginning of the year	$	589,900	$	274	Balance at the beginning of the year	$	344,145	$	589,900
Settlement of current year performance participation allocation		360,504		—
Settlement of prior year performance participation allocation		—		192,648

Repurchases	Repurchases	(26,639)		(111,949)		Repurchases	—		(26,639)
Conversion to Class I and Class B units	Conversion to Class I and Class B units	(436,992)		(68,453)		Conversion to Class I and Class B units	(278,990)		(434,717)
Conversion to Class I shares		(128,205)		(12,246)
Conversion to Class I and Class C shares						Conversion to Class I and Class C shares	(65,313)		(128,205)

GAAP income allocation	GAAP income allocation	531		(4)		GAAP income allocation	2,212		(1)
Distributions	Distributions	(6,732)		(12)		Distributions	(1,300)		(4)
Fair value allocation	Fair value allocation	11,810		62		Fair value allocation	(404)		18
Ending balance	Ending balance	$	364,177	$	320	Ending balance	$	350	$	352

In addition to the Special Limited Partner’s interest noted above, certain of the Company’s third party joint ventures also have a redeemable non-controlling interest in such joint ventures. As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021, $222.6~~2022, $236.5 million and ~~$160.8~~$209.3 million, respectively, related to such third party joint ventures was included in Redeemable Non-controlling Interests on the Company’s Condensed Consolidated Balance Sheets.

The Redeemable Non-controlling Interests are recorded at the greater of (i) their carrying amount, adjusted for their share of the allocation of GAAP net income (loss) and distributions, or (ii) their redemption value, which is equivalent to the fair value of such interests at the end of each measurement period. Accordingly, the Company recorded an allocation adjustment of ~~$0.5~~$29.0 million and ~~$45.8~~$35.7 million, during the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022 respectively, between Additional Paid-in Capital and Redeemable Non-controlling Interest.

15. Leases

Lessor

The Company’s rental revenue primarily consists of rent earned from operating leases at the Company’s rental housing, industrial, net lease, data centers, self storage, retail, and office properties. Leases at the Company’s industrial, data centers, retail, and office properties generally include a fixed base rent, and certain leases also contain a variable rent component. The variable component of the Company’s operating leases at its industrial, data centers, retail, and office properties primarily consist of the reimbursement of operating expenses such as real estate taxes, insurance, and common area maintenance costs. Rental revenue earned from leases at the Company’s rental housing properties primarily consist of a fixed base rent, and certain leases contain a variable component that allows for the pass-through of certain operating expenses such as utilities. Rental revenue earned from leases at the Company’s self storage properties primarily consist of a fixed base rent only.

Rental revenue from leases at the Company’s net lease properties consists of a fixed annual rent that escalates annually throughout the term of the applicable leases, and the tenant is generally responsible for all property-related expenses, including taxes, insurance, and maintenance. ~~Both of the~~The Company's net lease properties are leased to a single tenant. The Company assessed the lease classification of the net lease properties and determined the leases were ~~both~~each operating leases. The Company’s assessment included the consideration of the present value of the applicable lease payments over the lease terms and the residual value of the leased assets.

Leases at the Company’s industrial, net lease, data centers, retail, and office properties are generally longer term (greater than 12 months in length), and may contain extension and termination options at the lessee’s election. Often, these leases have annual escalations that are tied to the CPI index. Leases at the Company’s rental housing and self storage properties are short term in nature, generally not greater than 12 months in length.

The following table details the components of operating lease income from leases in which the Company is the lessor ($ in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021				2023		2022
Fixed lease payments	Fixed lease payments	$	1,716,020	$	737,811	$	4,286,984	$	1,944,920	Fixed lease payments		$	1,867,526	$	1,212,538
Variable lease payments	Variable lease payments	109,964		70,287		291,813		196,903		Variable lease payments		120,539		91,182
Rental revenue	Rental revenue	$	1,825,984	$	808,098	$	4,578,797	$	2,141,823	Rental revenue		$	1,988,065	$	1,303,720

The following table presents the undiscounted future minimum rents the Company expects to receive for its industrial, net lease, data centers, retail, and office properties as of ~~September 30, 2022~~March 31, 2023 ($ in thousands). Leases at the Company’s rental housing and self storage properties are short term, generally 12 months or less, and are therefore not included.


Year	Year	Future Minimum Rents		Year	Future Minimum Rents
2022 (remaining)		$	409,643
2023		1,632,880
2023 (remaining)				2023 (remaining)	$	1,358,634
2024	2024	1,517,634		2024	1,735,852
2025	2025	1,388,319		2025	1,601,300
2026	2026	1,266,497		2026	1,452,965
2027	2027	1,080,999		2027	1,249,556
2028				2028	1,047,625
Thereafter	Thereafter	16,219,813		Thereafter	15,847,751
Total	Total	$	23,515,785	Total	$	24,293,683

Lessee

Certain of the Company’s investments in real estate are subject to ground leases. The Company’s ground leases are classified as either operating leases or financing leases based on the characteristics of each lease. As of ~~September 30, 2022,~~March 31, 2023, the Company had 9598 ground leases classified as operating and three ground leases classified as financing. Each of the Company’s ground leases were acquired as part of the acquisition of real estate, and no incremental costs were incurred for such ground leases. The Company’s ground leases are non-cancelable and certain operating leases contain renewal options.

The following table details the future lease payments due under the Company’s ground leases as of ~~September 30, 2022~~March 31, 2023 ($ in thousands):
Operating
Leases Financing
Leases
2022 (remaining) $ 7,362 $ 1,024
2023 36,676 4,150
2024 37,381 4,266
2025 37,997 4,385
2026 38,162 4,507
2027 38,602 4,633
Thereafter 2,634,867 564,141
Total undiscounted future lease payments 2,831,047 587,106
Difference between undiscounted cash flows and discounted cash flows (2,187,761) (510,412)
Total lease liability $ 643,286 $ 76,694


	Operating Leases		Financing Leases
2023 (remaining)	$	28,493	$	3,126
2024	37,073		4,266
2025	37,690		4,385
2026	37,855		4,507
2027	38,253		4,633
2028	38,605		4,763
Thereafter	2,574,814		559,379
Total undiscounted future lease payments	2,792,783		585,059
Difference between undiscounted cash flows and discounted cash flows	(2,150,876)		(507,733)
Total lease liability	$	641,907	$	77,326

The Company utilized its incremental borrowing rate at the time of entering such leases, which was between 5% and 7%, to determine its lease liabilities. As of ~~September 30, 2022,~~March 31, 2023, the weighted average remaining lease term of the Company’s operating leases and financing leases was 61 years and 7978 years, respectively.

Payments under the Company’s ground leases primarily contain fixed payment components that may include periodic increases based on an index or periodic fixed percentage escalations. ~~One~~Three of the Company’s ground leases contains a variable component based on a percentage of revenue.

The following table details the fixed and variable components of the Company’s operating leases ($ in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021				2023		2022
Fixed ground rent expense	Fixed ground rent expense	$	5,009	$	1,031	$	9,542	$	3,078	Fixed ground rent expense		$	4,028	$	2,269
Variable ground rent expense	Variable ground rent expense	2,418		5		2,428		31		Variable ground rent expense		5,994		5
Total cash portion of ground rent expense	Total cash portion of ground rent expense	7,427		1,036		11,970		3,109		Total cash portion of ground rent expense		10,022		2,274
Straight-line ground rent expense	Straight-line ground rent expense	2,170		1,636		8,240		4,926		Straight-line ground rent expense		5,403		2,853
Total operating lease costs	Total operating lease costs	$	9,597	$	2,672	$	20,210	$	8,035	Total operating lease costs		$	15,425	$	5,127

The following table details the fixed and variable components of the Company’s financing leases ($ in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021				2023		2022
Interest on lease liabilities	Interest on lease liabilities	$	1,021	$	889	$	3,014	$	2,407	Interest on lease liabilities		$	1,024	$	996
Amortization of right-of-use assets	Amortization of right-of-use assets	313		322		967		821		Amortization of right-of-use assets		319		324
Total financing lease costs	Total financing lease costs	$	1,334	$	1,211	$	3,981	$	3,228	Total financing lease costs		$	1,343	$	1,320

16. Segment Reporting

The Company operates in nine reportable segments: Rental Housing, Industrial, Net Lease, Data Centers, Hospitality, Self Storage, Retail, Office properties, and Investments in Real Estate Debt. The Company allocates resources and evaluates results based on the performance of each segment individually. The Company believes that Segment Net Operating Income is the key performance metric that captures the unique operating characteristics of each segment.

The following table details the total assets by segment ($ in thousands):


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Rental Housing	Rental Housing	$	69,463,501	$	44,167,486	Rental Housing	$	67,376,578	$	68,464,413
Industrial	Industrial	21,754,674		20,898,801		Industrial	21,577,742		21,624,736
Net Lease	Net Lease	9,030,633		5,219,519		Net Lease	8,177,295		9,011,326
Hospitality	Hospitality	3,789,933		3,084,271		Hospitality	3,728,551		3,768,473
Office	Office	3,278,535		1,232,392		Office	3,249,468		3,293,163
Data Centers	Data Centers	3,219,793		1,905,660		Data Centers	3,262,678		3,203,585
Retail	Retail	2,748,383		1,689,575		Retail	2,691,102		2,722,839
Self Storage	Self Storage	2,341,529		1,886,376		Self Storage	2,232,879		2,247,351
Investments in Real Estate Debt and Real Estate Loans Held by Consolidated Securitization Vehicles, at Fair Value	Investments in Real Estate Debt and Real Estate Loans Held by Consolidated Securitization Vehicles, at Fair Value	28,376,890		24,221,005		Investments in Real Estate Debt and Real Estate Loans Held by Consolidated Securitization Vehicles, at Fair Value	25,017,445		25,363,546
Other (Corporate)	Other (Corporate)	898,781		2,033,779		Other (Corporate)	3,386,078		2,987,992
Total assets	Total assets	$	144,902,652	$	106,338,864	Total assets	$	140,699,816	$	142,687,424

The following table details the financial results by segment for the three months ended ~~September 30, 2022~~March 31, 2023 ($ in thousands):


		Rental Housing		Industrial		Net Lease		Hospitality		Office		Data Centers		Retail		Self Storage		Investments in Real Estate Debt		Total			Rental Housing		Industrial		Net Lease		Hospitality		Office		Data Centers		Retail		Self Storage		Investments in Real Estate Debt		Total
Revenues:	Revenues:																					Revenues:
Rental revenue	Rental revenue	$	1,157,326	$	343,401	$	150,384	$	—	$	43,028	$	12,836	$	60,478	$	58,531	$	—	$	1,825,984	Rental revenue	$	1,311,977	$	349,593	$	150,384	$	—	$	48,288	$	12,727	$	60,422	$	54,674	$	—	$	1,988,065
Hospitality revenue	Hospitality revenue	—		—		—		193,141		—		—		—		—		—		193,141		Hospitality revenue	—		—		—		201,221		—		—		—		—		—		201,221
Other revenue	Other revenue	89,100		8,435		—		3,101		4,386		—		1,113		3,650		—		109,785		Other revenue	83,853		7,113		—		3,162		1,877		—		1,161		1,488		—		98,654
Total revenues	Total revenues	1,246,426		351,836		150,384		196,242		47,414		12,836		61,591		62,181		—		2,128,910		Total revenues	1,395,830		356,706		150,384		204,383		50,165		12,727		61,583		56,162		—		2,287,940
Expenses:	Expenses:																					Expenses:
Rental property operating	Rental property operating	679,947		104,140		513		—		13,427		1,839		22,174		28,559		—		850,599		Rental property operating	707,804		117,061		470		—		13,839		2,214		25,330		25,471		—		892,189
Hospitality operating	Hospitality operating	—		—		—		137,345		—		—		—		—		—		137,345		Hospitality operating	—		—		—		133,823		—		—		—		—		—		133,823
Total expenses	Total expenses	679,947		104,140		513		137,345		13,427		1,839		22,174		28,559		—		987,944		Total expenses	707,804		117,061		470		133,823		13,839		2,214		25,330		25,471		—		1,026,012
(Loss) income from unconsolidated entities	(Loss) income from unconsolidated entities	(9,039)		(22,340)		24,976		3,846		(22,025)		(47,797)		(630)		—		—		(73,009)		(Loss) income from unconsolidated entities	(12,500)		88,295		432,528		(2,388)		(19,930)		(40,117)		(1,230)		—		—		444,658
Income from investments in real estate debt	Income from investments in real estate debt	—		—		—		—		—		—		—		—		86,493		86,493		Income from investments in real estate debt	—		—		—		—		—		—		—		—		153,471		153,471
Changes in net assets of consolidated securitization vehicles	Changes in net assets of consolidated securitization vehicles	—		—		—		—		—		—		—		—		(8,798)		(8,798)		Changes in net assets of consolidated securitization vehicles	—		—		—		—		—		—		—		—		29,254		29,254
(Loss) income from investments in equity securities(1)		(37,704)		6,173		—		—		(6,147)		—		—		—		—		(37,678)
Income from investments in equity securities(1)																						Income from investments in equity securities(1)	10		—		—		—		—		—		—		—		—		10
Segment net operating income (loss)	Segment net operating income (loss)	$	519,736	$	231,529	$	174,847	$	62,743	$	5,815	$	(36,800)	$	38,787	$	33,622	$	77,695	$	1,107,974	Segment net operating income (loss)	$	675,536	$	327,940	$	582,442	$	68,172	$	16,396	$	(29,604)	$	35,023	$	30,691	$	182,725	$	1,889,321

Depreciation and amortization	Depreciation and amortization	$	(728,237)	$	(195,442)	$	(51,878)	$	(31,833)	$	(22,945)	$	(6,970)	$	(55,939)	$	(34,457)	$	—	$	(1,127,701)	Depreciation and amortization	$	(635,341)	$	(191,276)	$	(51,878)	$	(32,848)	$	(24,933)	$	(5,553)	$	(39,006)	$	(18,550)	$	—	$	(999,385)

General and administrative	General and administrative																			$	(13,223)	General and administrative																			$	(17,176)
Management fee	Management fee																			(219,778)		Management fee																			(221,138)
Performance participation allocation																				(194,361)
Income from interest rate derivatives(1)																				1,196,395

Impairment of investments in real estate																						Impairment of investments in real estate																			(12,499)
Loss from interest rate derivatives																						Loss from interest rate derivatives																			(620,250)
Net gain on dispositions of real estate	Net gain on dispositions of real estate																			317,981		Net gain on dispositions of real estate																			121,003

Interest expense	Interest expense																			(703,203)		Interest expense																			(800,009)
Loss on extinguishment of debt	Loss on extinguishment of debt																			(3,266)		Loss on extinguishment of debt																			(5,258)
Other expense	Other expense																			(15,939)		Other expense																			(27,070)
Net income																				$	344,879
Net loss																						Net loss																			$	(692,461)
Net loss attributable to non-controlling interests in third party joint ventures	Net loss attributable to non-controlling interests in third party joint ventures																			$	43,549	Net loss attributable to non-controlling interests in third party joint ventures																			$	74,358
Net income attributable to non-controlling interests in BREIT OP																				(16,261)
Net income attributable to BREIT stockholders																				$	372,167
Net loss attributable to non-controlling interests in BREIT OP																						Net loss attributable to non-controlling interests in BREIT OP																			17,048
Net loss attributable to BREIT stockholders																						Net loss attributable to BREIT stockholders																			$	(601,055)

(1) Included within ~~income from equity securities and interest rate derivatives~~other expense on the Condensed Consolidated Statements of Operations is ~~$42.1~~$3.7 million net ~~unrealized/realized~~unrealized loss related to such equity securities.

4038

The following table details the financial results by segment for the three months ended ~~September 30, 2021~~March 31, 2022 ($ in thousands):


		Rental Housing		Industrial		Net Lease		Hospitality		Office		Data Centers		Retail		Self Storage		Investments in Real Estate Debt		Total			Rental Housing		Industrial		Net Lease		Hospitality		Office		Data Centers		Retail		Self Storage		Investments in Real Estate Debt		Total
Revenues:	Revenues:																					Revenues:
Rental revenue	Rental revenue	$	416,749	$	235,917	$	82,795	$	—	$	12,453	$	8,128	$	15,527	$	36,529	$	—	$	808,098	Rental revenue	$	779,236	$	340,768	$	82,795	$	—	$	16,159	$	8,181	$	31,374	$	45,207	$	—	$	1,303,720
Hospitality revenue	Hospitality revenue	—		—		—		127,507		—		—		—		—		—		127,507		Hospitality revenue	—		—		—		147,245		—		—		—		—		—		147,245
Other revenue	Other revenue	36,195		1,825		—		2,632		117		—		332		2,603		—		43,704		Other revenue	54,651		6,135		—		2,658		1,011		—		507		3,138		—		68,100
Total revenues	Total revenues	452,944		237,742		82,795		130,139		12,570		8,128		15,859		39,132		—		979,309		Total revenues	833,887		346,903		82,795		149,903		17,170		8,181		31,881		48,345		—		1,519,065
Expenses:	Expenses:																					Expenses:
Rental property operating	Rental property operating	219,456		69,157		440		—		2,706		1,061		4,767		16,430		—		314,017		Rental property operating	419,550		110,528		297		—		4,391		1,272		9,919		21,030		—		566,987
Hospitality operating	Hospitality operating	—		—		—		92,280		—		—		—		—		—		92,280		Hospitality operating	—		—		—		103,463		—		—		—		—		—		103,463
Total expenses	Total expenses	219,456		69,157		440		92,280		2,706		1,061		4,767		16,430		—		406,297		Total expenses	419,550		110,528		297		103,463		4,391		1,272		9,919		21,030		—		670,450
(Loss) Income from unconsolidated entities	(Loss) Income from unconsolidated entities	(8,615)		79,166		24,914		—		—		(17,020)		—		—		—		78,445		(Loss) Income from unconsolidated entities	(28,800)		224,720		25,273		—		1,690		(38,469)		(189)		—		—		184,225
Income from investments in real estate debt		—		—		—		—		—		—		—		—		59,567		59,567
Loss from investments in real estate debt																						Loss from investments in real estate debt	—		—		—		—		—		—		—		—		(18,370)		(18,370)
Changes in net assets of consolidated securitization vehicles	Changes in net assets of consolidated securitization vehicles	—		—		—		—		—		—		—		—		23,485		23,485		Changes in net assets of consolidated securitization vehicles	—		—		—		—		—		—		—		—		(15,674)		(15,674)
Income (loss) from investments in equity securities(1)		148,553		15,573		10,761		—		(23,046)		—		—		—		—		151,841
Segment net operating income		$	373,426	$	263,324	$	118,030	$	37,859	$	(13,182)	$	(9,953)	$	11,092	$	22,702	$	83,052	$	886,350
Loss from investments in equity securities(1)																						Loss from investments in equity securities(1)	(75,501)		(7,496)		(3,694)		—		(14,470)		—		—		—		—		(101,161)
Segment net operating income (loss)																						Segment net operating income (loss)	$	310,036	$	453,599	$	104,077	$	46,440	$	(1)	$	(31,560)	$	21,773	$	27,315	$	(34,044)	$	897,635

Depreciation and amortization	Depreciation and amortization	$	(249,438)	$	(133,243)	$	(28,637)	$	(22,928)	$	(6,260)	$	(3,878)	$	(6,973)	$	(30,688)	$	—	$	(482,045)	Depreciation and amortization	$	(572,968)	$	(208,366)	$	(28,637)	$	(27,076)	$	(7,834)	$	(3,557)	$	(35,281)	$	(31,332)	$	—	$	(915,051)

General and administrative	General and administrative																			$	(7,106)	General and administrative																			$	(13,106)
Management fee	Management fee																			(122,866)		Management fee																			(189,150)
Performance participation allocation	Performance participation allocation																			(449,822)		Performance participation allocation																			(411,569)
Income from interest rate derivatives~~(1)~~	Income from interest rate derivatives~~(1)~~																			26,371		Income from interest rate derivatives~~(1)~~																			675,790

Net loss on dispositions of real estate																				(9,586)
Net gain on dispositions of real estate																						Net gain on dispositions of real estate																			205,262

Interest expense	Interest expense																			(204,444)		Interest expense																			(346,259)
Loss on extinguishment of debt																				(3,372)
Gain on extinguishment of debt																						Gain on extinguishment of debt																			1,395
Other expense	Other expense																			(634)		Other expense																			(1,526)
Net loss	Net loss																			$	(367,154)	Net loss																			$	(96,579)
Net loss attributable to non-controlling interests in third party joint ventures	Net loss attributable to non-controlling interests in third party joint ventures																			$	5,472	Net loss attributable to non-controlling interests in third party joint ventures																			$	44,255
Net loss attributable to non-controlling interests in BREIT OP	Net loss attributable to non-controlling interests in BREIT OP																			4,393		Net loss attributable to non-controlling interests in BREIT OP																			656
Net loss attributable to BREIT stockholders	Net loss attributable to BREIT stockholders																			$	(357,289)	Net loss attributable to BREIT stockholders																			$	(51,668)

(1) Included within ~~income from equity securities and interest rate derivatives~~other expense on the Condensed Consolidated Statements of Operations is ~~$154.8 million unrealized gain related to such equity securities.~~

~~The following table details the financial results by segment for the nine months ended September 30, 2022 ($ in thousands):~~
Rental Housing Industrial Net
Lease Hospitality Office Data Centers Retail Self
Storage Investments in
Real Estate
Debt Total
Revenues:
Rental revenue $ 2,800,611 $ 1,022,959 $ 349,405 $ — $ 88,103 $ 32,263 $ 127,438 $ 158,018 $ — $ 4,578,797
Hospitality revenue — — — 538,038 — — — — — 538,038
Other revenue 203,330 20,805 — 10,136 6,591 — 2,220 11,059 — 254,141
Total revenues 3,003,941 1,043,764 349,405 548,174 94,694 32,263 129,658 169,077 — 5,370,976
Expenses:
Rental property operating 1,587,211 325,378 1,119 — 26,259 5,001 45,967 76,250 — 2,067,185
Hospitality operating — — — 376,620 — — — — — 376,620
Total expenses 1,587,211 325,378 1,119 376,620 26,259 5,001 45,967 76,250 — 2,443,805
(Loss) income from unconsolidated entities (66,238) 177,212 75,349 3,846 (5,238) (132,940) (489) — — 51,502
Loss from investments in real estate debt — — — — — — — — (73,257) (73,257)
Changes in net assets of consolidated securitization vehicles — — — — — — — — (68,407) (68,407)
(Loss) income from investments in equity securities(1)
(320,387) (47,969) 27,334 — (113,756) — — — — (454,778)
Segment net operating income (loss) $ 1,030,105 $ 847,629 $ 450,969 $ 175,400 $ (50,559) $ (105,678) $ 83,202 $ 92,827 $ (141,664) $ 2,382,231
Depreciation and amortization $ (1,903,579) $ (608,513) $ (120,768) $ (86,667) $ (46,017) $ (14,085) $ (122,013) $ (99,459) $ — $ (3,001,101)
General and administrative $ (38,082)
Management fee (621,556)
Performance participation allocation (817,527)
Income from interest rate derivatives(1)
2,504,475
Net gain on dispositions of real estate 740,395
Interest expense (1,483,991)
Loss on extinguishment of debt (10,665)
Other expense (23,787)
Net loss $ (369,608)
Net loss attributable to non-controlling interests in third party joint ventures $ 119,151
Net income attributable to non-controlling interests in BREIT OP 1,946
Net loss attributable to BREIT stockholders $ (248,511)

~~(1) Included within income from equity securities and interest rate derivatives on the Condensed Consolidated Statements of Operations is $494.6~~$125.4 million net unrealized/realized loss ~~related to such equity securities.~~

~~The following table details the financial results by segment for the nine months ended September 30, 2021 ($ in thousands):~~
Rental Housing Industrial Net
Lease Hospitality Office Data Centers Retail Self
Storage Investments in
Real Estate Debt Total
Revenues:
Rental revenue $ 1,007,297 $ 687,164 $ 248,384 $ — $ 32,628 $ 20,549 $ 44,624 $ 101,177 $ — $ 2,141,823
Hospitality revenue — — — 288,310 — — — — — 288,310
Other revenue 68,735 7,819 — 7,626 328 — 1,546 6,760 — 92,814
Total revenues 1,076,032 694,983 248,384 295,936 32,956 20,549 46,170 107,937 — 2,522,947
Expenses:
Rental property operating 510,039 213,306 910 — 8,784 2,975 14,302 49,391 — 799,707
Hospitality operating — — — 223,053 — — — — — 223,053
Total expenses 510,039 213,306 910 223,053 8,784 2,975 14,302 49,391 — 1,022,760
(Loss) Income from unconsolidated entities (8,615) 133,394 75,396 — — (17,020) — — — 183,155
Income from investments in real estate debt — — — — — — — — 344,440 344,440
Changes in net assets of consolidated securitization vehicles — — — — — — — — 94,546 94,546
Income (loss) from investments in equity securities(1)
300,048 70,984 41,724 — (16,164) — — — — 396,592
Segment net operating income $ 857,426 $ 686,055 $ 364,594 $ 72,883 $ 8,008 $ 554 $ 31,868 $ 58,546 $ 438,986 $ 2,518,920
Depreciation and amortization $ (585,424) $ (396,737) $ (85,773) $ (68,504) $ (15,027) $ (8,928) $ (21,158) $ (100,502) $ — $ (1,282,053)
General and administrative (21,855)
Management fee (288,144)
Performance participation allocation (892,410)
Income from interest rate derivatives(1)
15,979
Net gain on dispositions of real estate 13,216
Interest expense (567,252)
Loss on extinguishment of debt (9,545)
Other expense (1,708)
Net loss $ (514,852)
Net loss attributable to non-controlling interests in third party joint ventures $ 5,149
Net loss attributable to non-controlling interests in BREIT OP 6,129
Net loss attributable to BREIT stockholders $ (503,574)

~~(1) Included within income from equity securities and interest rate derivatives on the Condensed Consolidated Statements of Operations is $379.6 million unrealized gain~~ related to such equity securities.

17. Commitments and Contingencies

Litigation

From time to time, the Company may be involved in various claims and legal actions arising in the ordinary course of business. As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, the Company was not involved in any material legal proceedings.

4339

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

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

The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto appearing elsewhere in this quarterly report on Form 10-Q.

Forward-Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws and the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” ~~“identified”~~“identify” or other similar words or the negatives thereof. These may include our financial ~~projections and~~ estimates and their underlying assumptions, statements about plans, objectives, intentions and expectations with respect to positioning, including the impact of macroeconomic trends and market forces, future operations, repurchases, acquisitions, future performance, and statements with respect to ~~acquisitions, statements regarding future performance and statements regarding identified but not yet closed~~ acquisitions. Such forward-looking statements are ~~inherently uncertain~~subject to various risks and uncertainties. Accordingly, there are or ~~may~~will be important factors that could cause actual outcomes or results to differ materially from those indicated in such statements. We believe these factors ~~also~~ include but are not limited to those described under the section entitled “Risk Factors” in our prospectus and our Annual Report on form 10-K for the year ended December 31, ~~2021,~~2022, and any such updated factors included in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this document (or our prospectus and other filings). Except as otherwise required by federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.

Overview

Blackstone Real Estate Income Trust, Inc. (“BREIT,” the “Company,” “we,” “us,” or “our”) invests primarily in stabilized income-generating commercial real estate in the United ~~States. To~~States and to a lesser extent, ~~we may~~outside the United States. We also, to a lesser extent, invest in real estate ~~outside the U.S. and in real estate debt.~~debt investments. We are the sole general partner and majority limited partner of BREIT Operating Partnership L.P. (“BREIT OP”), a Delaware limited partnership, and we own substantially all of our assets through BREIT OP. We are externally managed by BX REIT Advisors L.L.C. (the “Adviser”). The Adviser is part of the real estate group of Blackstone Inc. (“Blackstone”), a leading investment manager. We currently operate our business in nine reportable segments: Rental Housing, Industrial, Net Lease, Data Centers, Hospitality, Self Storage, Retail, and Office Properties, and Investments in Real Estate Debt. Rental Housing includes multifamily and other types of rental housing such as manufactured, student, affordable, and single family rental housing, as well as senior living. Net Lease includes the real estate assets of The Bellagio Las Vegas (the “Bellagio”), and The Cosmopolitan of Las Vegas (the “Cosmopolitan”) ~~and the unconsolidated interest in the MGM Grand and Mandalay Bay joint venture.~~. Additional unconsolidated interests are included in the respective property segment.

BREIT is a non-listed, perpetual life real estate investment trust (“REIT”) that qualifies as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”) for U.S. federal income tax. We generally will not be subject to U.S. federal income taxes on our taxable income to the extent we annually distribute all of our net taxable income to stockholders and maintain our qualification as a REIT.

As of ~~November 14, 2022,~~May 12, 2023, we had received net proceeds of ~~$65.9~~$72.4 billion from the sale of ~~5.2~~5.7 billion shares of our common stock in our continuous public offering and private offerings. We contributed the net proceeds to BREIT OP in exchange for a corresponding number of Class S, Class I, Class T, Class D and Class DC units. BREIT OP has primarily used the net proceeds to make investments in real estate and real estate debt and for other general corporate purposes (including to fund repurchase requests under our share repurchase plan from time to time) as further described below under “Investment Portfolio.” We intend to continue selling shares of our common stock on a monthly basis through our continuous public offering and private offerings.

4440

Recent Developments

The Company’s businesses are materially affected by conditions in the financial markets and economic conditions in the ~~U.S.~~United States and to a lesser extent, elsewhere in the world.

InDuring the ~~third quarter of 2022,~~three months ended March 31, 2023, global markets continued to experience significant volatility, driven by concerns over persistent inflation, rising interest rates, slowing economic growth and geopolitical uncertainty. ~~Inflation persisted at multi-decade highs~~Recent bank failures and consolidations, and other events affecting financial institutions, have also contributed to volatility in ~~many major economies around~~global markets and resulted in diminished liquidity and credit availability in the ~~world, prompting central banks to pursue monetary policy tightening actions that are likely to continue to create headwinds to economic growth.~~market broadly. Continued global supply chain disruption, ~~including due to recurrent COVID-19 restrictions~~rising energy costs and the ongoing and potential future impacts of the war between Russia and Ukraine are also contributing to ~~mounting inflationary pressure.~~economic and geopolitical uncertainty.

~~Headline economic measures were generally healthy in the third quarter. Inflation continues~~Continued inflation has prompted central banks to ~~rise and will likely cause the Federal Reserve to continue~~take monetary policy tightening actions, including raising interest rates, which has created further uncertainty for the economy and for our stockholders. Additionally, rising interest rates, increasing costs and supply chain issues may continue to dampen consumer spending and slow corporate profit growth, which may negatively impact equity values. While there is a debate among economists as to whether such factors, coupled with economic contraction in the U.S. in the first, second and third quarters of 2022, indicate that the U.S. has entered, or in the near term will enter, a recession, itIt remains difficult to predict the full impact of recent ~~changes~~events and any future changes in interest rates or inflation.

4541

~~Q3 2022~~Q1 2023 Highlights

Operating Results:

•Declared monthly net distributions totaling ~~$694.9~~$719.4 million for the three months ended ~~September 30, 2022.~~March 31, 2023. The details of the average annualized distribution rates and total returns are shown in the following table:


		Class S	Class I	Class T	Class D		Class S	Class I	Class T	Class D
Average Annualized Distribution Rate(1)	Average Annualized Distribution Rate(1)	3.6%	4.5%	3.7%	4.3%	Average Annualized Distribution Rate(1)	3.7%	4.5%	3.7%	4.4%
Year-to-Date Total Return, without upfront selling commissions(2)	Year-to-Date Total Return, without upfront selling commissions(2)	8.5%	9.3%	8.4%	8.9%	Year-to-Date Total Return, without upfront selling commissions(2)	(0.8)%	(0.5)%	(0.7)%	(0.6)%
Year-to-Date Total Return, assuming maximum upfront selling commissions(2)	Year-to-Date Total Return, assuming maximum upfront selling commissions(2)	4.9%	N/A	4.8%	7.3%	Year-to-Date Total Return, assuming maximum upfront selling commissions(2)	(4.1)%	N/A	(4.1)%	(2.1)%
Inception-to-Date Total Return, without upfront selling commissions(2)	Inception-to-Date Total Return, without upfront selling commissions(2)	12.3%	13.3%	12.8%	13.3%	Inception-to-Date Total Return, without upfront selling commissions(2)	11.0%	11.9%	11.3%	11.8%
Inception-to-Date Total Return, assuming maximum upfront selling commissions(2)	Inception-to-Date Total Return, assuming maximum upfront selling commissions(2)	11.6%	N/A	12.1%	13.0%	Inception-to-Date Total Return, assuming maximum upfront selling commissions(2)	10.4%	N/A	10.7%	11.5%

~~Investment Activity:~~Investments:

•~~Acquired 153~~Sold 42 rental housing, four industrial properties, ~~six~~five hospitality properties and one ~~office~~retail property, ~~across four transactions,~~ as well as 1,695 wholly-owned single family homes, for a total purchase price of $15.3 billion during the three months ended September 30, 2022. The acquisitions are consistent with our strategy of acquiring diversified, income-producing real estate assets concentrated in high growth markets and included the following:

◦On August 9, 2022, the Company, through a joint venture with certain affiliates, acquired all outstanding shares of common stock of American Campus Communities (“ACC”), a publicly traded REIT and the largest owner, manager and developer of high-quality student housing communities in the United States, for $12.8 billion. The Company currently owns 69% of the joint venture.

•~~Sold 24 rental housing and 23 industrial properties, as well as 119~~185 single family rental homes, for total net proceeds of ~~$0.9 billion~~$774.9 million and a net realized gain of ~~$0.3 billion~~$121.0 million during the three months ended ~~September 30, 2022.~~March 31, 2023.

•Sold the Company’s 49.9% interest in MGM Grand Las Vegas and Mandalay Bay Resort for cash consideration of approximately $1.3 billion, resulting in a gain on sale of $430.4 million.

Capital and Financing Activity:

•The Regents of the University of California (“UC Investments”) subscribed for an aggregate 302.8 million of the Company’s Class I shares for a total purchase price of $4.5 billion in conjunction with a long-term strategic venture with Blackstone.

•Raised ~~$4.2~~$5.5 billion from the sale of shares of our common stock and through private offerings, including the $4.5 billion UC Investments, during the three months ended ~~September 30, 2022.~~March 31, 2023. Repurchased ~~$3.1~~$3.4 billion of shares of our common stock from third-party investors during the three months ended ~~September 30, 2022.~~March 31, 2023.

•~~Increased~~Repaid $2.9 billion of property-level financings ~~by $10.6 billion~~ during the three months ended ~~September 30, 2022.~~

•~~Increased the capacity of the unsecured line of credit by $0.9 billion during the three months ended September 30, 2022~~

•~~Closed on an $826.9 million unsecured term loan which expires on July 22, 2025 and may be extended for one year.~~March 31, 2023.

Current Portfolio:

•Our portfolio as of ~~September 30, 2022~~March 31, 2023 consisted of investments in real estate ~~(92%~~(93% based on fair value) and investments in real estate debt ~~(8%~~(7%).

•Our ~~5,206~~5,113 properties(3) as of ~~September 30, 2022~~March 31, 2023 consisted primarily of Rental Housing ~~(55%~~(56% based on fair value), Industrial (23%), and Net Lease ~~(7%~~(6%), and our ~~portfolio of~~ real estate portfolio was primarily concentrated in the following regions: South (39%), West ~~(33%~~(32%) and East (17%).

•Our investments in real estate debt as of ~~September 30, 2022~~March 31, 2023 consisted of a diversified portfolio of CMBS, RMBS, mortgage and mezzanine loans, and other real estate-related debt. For further details on credit rating and underlying real estate collateral, refer to “Investment Portfolio – Investments in Real Estate Debt.”

(1)The annualized distribution rate is calculated by averaging each of the three months' annualized distribution, divided by the prior month’s net asset value, which is inclusive of all fees and expenses. The Company believes the annualized distribution rate is a useful measure of our overall investment performance.

(2)Total return is calculated as the change in NAV per share during the respective periods plus any distributions per share declared in the period, and assumes any distributions are reinvested in accordance with our distribution reinvestment plan. Total return for periods greater than one year are annualized. The Company believes total return is a useful measure of the overall investment performance of our shares.

(3)Excludes ~~28,165~~28,616 single family rental homes. Such single family rental homes are included in the fair value amounts.

4642

Investment Portfolio

Portfolio Summary

The following chart allocates our investments in real estate and real estate debt based on fair value as of ~~September 30, 2022:~~March 31, 2023:

Real Estate Investments

The following charts further describe the diversification of our investments in real estate based on fair value as of ~~September 30, 2022:~~March 31, 2023:

(1 Geographic weighting is measured as the asset value of real estate properties, excluding the value of any third-party interests in such real estate properties, and unconsolidated investments for each geographical category against the total asset value of (i) all real estate properties, excluding the value of any third-party interests in such real estate properties, and (ii) unconsolidated investments. Property type weighting is measured as the asset value of our real estate investments for each sector category against the total asset value of all real estate investments, excluding the value of any third party interests in such real estate investments.) “Real estate investments” ~~includes our direct~~include wholly-owned property investments, ~~unconsolidated~~BREIT’s share of property investments held through joint ventures and equity in public and private real estate-related companies. ~~Real Estate Debt~~“Real estate debt” includes ~~our~~BREIT’s investments in CMBS, RMBS, mortgage loans, and other debt

secured by real estate and real estate related assets, and ~~exclude~~excludes the impact of consolidating the loans that serve as collateral for certain of our debt securities on our Condensed Consolidated ~~GAAP~~Generally Accepted Accounting Principals (“GAAP”) Balance ~~Sheet.~~Sheets. “Property Sector” weighting is measured as the asset value of our real estate investments for each sector divided by the total asset value of all real estate investments. “Region Concentration” reflects regions as defined by the National Council of Real Estate Fiduciaries (“NCREIF”), and the weighting is measured as the asset value of our real estate investments in each region, other than equity in public and private real estate-related companies, divided by the total value of all such real estate investments. “Non-U.S.” reflects investments in Europe and Canada.

The following map identifies the top markets of our real estate portfolio composition based on fair value as of ~~September 30, 2022:~~March 31, 2023:

The select markets that are named represent ~~all~~BREIT's top 10 metropolitan statistical areas (“MSAs”) inby portfolio weighting. Portfolio weighting is measured as the ~~U.S. in which BREIT has at least a 2% portfolio concentration.~~asset value of our real estate investments for each MSA divided by the total asset value of all real estate investments. BREIT is invested in additional MSAs that are not named above. Shading reflects the concentration of all real estate properties and unconsolidated investments in each state. Other Markets includes 2% of BREIT's portfolio invested in non-U.S. assets, including in Europe and Canada. Weighting is measured as the asset value of real estate properties, excluding the value of any third-party interests in such real estate properties, and unconsolidated investments for each market against the total asset value of all (i) real estate properties, excluding the value of any third-party interests in such real estate properties, and (ii) unconsolidated investments.

As of ~~September 30, 2022,~~March 31, 2023, we owned a diversified portfolio of ~~5,206~~5,113 properties and ~~28,165~~28,616 single family rental homes concentrated in growth markets consisting of income producing assets primarily focused in Rental Housing, Industrial, and Net Lease properties, and to a lesser extent Data Centers, Self Storage, Hospitality, Retail, and Office properties.

4844

The following table provides a summary of our portfolio by segment as of ~~September 30, 2022:~~March 31, 2023:


Segment	Segment	Number of Properties(1)	Sq. Feet (in thousands)/ Units/Keys	Occupancy Rate(2)	Average Effective Annual Base Rent Per Leased Square Foot/Units/Keys(3)	Gross Asset Value(4) ($ in thousands)		Segment Revenue(5)		Percentage of Total Revenues	Segment	Number of Properties(1)	Sq. Feet (in thousands)/ Units/Keys	Occupancy Rate(2)	Average Effective Annual Base Rent Per Leased Square Foot/Units/Keys(3)	Gross Asset Value(4) ($ in thousands)		Segment Revenue(5)		Percentage of Total Revenues
Rental Housing(6)	Rental Housing(6)	1,259	291,346 units	94%	$14,445	$	73,949,560	$	3,017,983	53%	Rental Housing(6)	1,207	285,284 units	94%	$14,583	$	73,673,715	$	1,403,569	50%
Industrial	Industrial	3,284	461,184 sq. ft.	97%	$5.44	27,765,959		1,230,991		21%	Industrial	3,255	452,323 sq. ft.	97%	$5.67	27,520,951		448,187		16%
Net Lease	Net Lease	4	31,650 sq. ft.	100%	N/A	9,979,532		456,235		8%	Net Lease	2	15,409 sq. ft.	100%	N/A	8,567,083		583,814		21%
Data Centers	Data Centers	77	12,047 sq. ft.	100%	$14.56	4,410,020		75,053		1%	Data Centers	81	12,196 sq. ft.	100%	$14.65	4,926,102		21,459		1%
Hospitality	Hospitality	268	37,314 keys	70%	$177.80/$123.45	3,727,356		556,954		10%	Hospitality	262	36,624 keys	72%	$186.23/$134.34	3,778,414		209,570		7%
Self Storage	Self Storage	215	16,922 sq. ft.	92%	$15.50	3,358,159		169,077		3%	Self Storage	208	15,753 sq. ft.	90%	$15.37	3,207,955		56,162		2%
Office	Office	15	5,978 sq. ft.	97%	$36.71	3,132,767		89,456		2%	Office	15	5,978 sq. ft.	98%	$37.61	3,044,379		30,235		1%
Retail	Retail	84	11,432 sq. ft.	94%	$18.17	2,956,688		135,590		2%	Retail	83	11,356 sq. ft.	95%	$17.97	2,903,275		62,313		2%
Total	Total	5,206				$	129,280,041	$	5,731,339	100%	Total	5,113				$	127,621,874	$	2,815,309	100%

(1)Includes properties owned by unconsolidated entities. Single family rental homes are accounted for in rental housing units and are not reflected in the number of properties.

(2)For our industrial, net lease, data ~~center,~~centers, office and retail ~~and office~~ investments, occupancy includes all leased square footage as of ~~September 30, 2022.~~March 31, 2023. For our multifamily, ~~student housing~~affordable and ~~affordable~~student housing investments, occupancy is defined as the percentage of actual rent divided by gross potential rent (defined as actual rent for occupied units and market rent for vacant units) for the three months ended ~~September 30, 2022.~~March 31, 2023. For our single family rental housing investments, the occupancy rate includes occupied homes for the three months ended ~~September 30, 2022.~~March 31, 2023. For our self storage, manufactured housing and senior living investments, the occupancy rate includes occupied square footage, occupied sites and occupied units, respectively, as of ~~September 30, 2022.~~March 31, 2023. The average occupancy rate for our hospitality investments includes paid occupied rooms for the 12 months ended ~~September 30, 2022.~~March 31, 2023. Hospitality investments owned less than 12 months are ~~excluded.~~excluded from the average occupancy rate calculation. Unconsolidated investments are excluded from occupancy rate calculations.

(3)For manufactured housing, industrial, net lease, data centers, ~~net lease, manufactured housing,~~ self storage, ~~retail,~~office, and ~~office~~retail properties, average effective annual base rent represents the annualized ~~September 30, 2022~~March 31, 2023 base rent per leased square foot or unit and excludes tenant recoveries, straight-line rent, and above-market and below-market lease amortization. For multifamily and rental housing properties other than manufactured housing, average effective annual base rent represents the base rent for the three months ended ~~September 30, 2022~~March 31, 2023 per leased unit, and excludes tenant recoveries, straight-line rent, and above-market and below-market lease amortization. For hospitality properties, average effective annual base rent represents Average Daily Rate (“ADR”) and Revenue Per Available Room (“RevPAR”), respectively, for the 12three months ended ~~September 30, 2022.~~March 31, 2023. Hospitality investments owned less than 12 months are excluded from the ADR and RevPAR calculations.

(4)Based on fair value as of ~~September 30, 2022.~~March 31, 2023.

(5)Segment revenue is presented for the ~~nine~~three months ended ~~September 30, 2022.~~March 31, 2023. Rental Housing, Industrial, Net Lease, Data Centers, Office, and Retail segment revenue includes income from unconsolidated entities, excluding our share of depreciation expense from the unconsolidated entities.

(6)Rental Housing includes multifamily and other types of rental housing such as manufactured, student, affordable, and single family rental housing, as well as senior living. Rental Housing units include multifamily units, affordable housing units, manufactured housing sites, student housing units, single family rental homes and senior living units.

4945

Real Estate

The following table provides information regarding our real estate portfolio as of ~~September 30, 2022:~~March 31, 2023:

Segment and Investment

Number of

Properties(1)

Location

Acquisition Date

Ownership Interest(2)

Sq. Feet (in thousands)/Units/Keys(1)

Occupancy Rate(3)

Segment and Investment

Number of

Properties(1)

Location

Acquisition Date

Ownership Interest(2)

Sq. Feet (in thousands)/Units/Keys(1)

Occupancy Rate(3)

TA Multifamily Portfolio

Various

April 2017

100%

1,744 units

92%

TA Multifamily Portfolio

Various

April 2017

100%

1,744 units

94%

Emory Point

Atlanta, GA

May 2017

100%

750 units

96%

Emory Point

Atlanta, GA

May 2017

100%

750 units

92%

Nevada West Multifamily

Las Vegas, NV

May 2017

100%

972 units

89%

Nevada West Multifamily

Las Vegas, NV

May 2017

100%

972 units

92%

Mountain Gate & Trails Multifamily

Las Vegas, NV

June 2017

100%

539 units

92%

Mountain Gate & Trails Multifamily

Las Vegas, NV

June 2017

100%

539 units

93%

Elysian West Multifamily

Las Vegas, NV

July 2017

100%

466 units

90%

Elysian West Multifamily

Las Vegas, NV

July 2017

100%

466 units

94%

Gilbert Multifamily

Gilbert, AZ

Sept. 2017

90%

748 units

93%

Gilbert Multifamily

Gilbert, AZ

Sept. 2017

90%

748 units

94%

Domain & GreenVue Multifamily

Dallas, TX

Sept. 2017

100%

803 units

94%

Domain & GreenVue Multifamily

Dallas, TX

Sept. 2017

100%

803 units

94%

ACG II Multifamily

Various

Sept. 2017

94%

740 units

92%

ACG II Multifamily

Various

Sept. 2017

94%

740 units

93%

Olympus Multifamily

Jacksonville, FL

Nov. 2017

95%

1,032 units

92%

Olympus Multifamily

Jacksonville, FL

Nov. 2017

95%

1,032 units

93%

Amberglen West Multifamily

Hillsboro, OR

Nov. 2017

100%

396 units

92%

Amberglen West Multifamily

Hillsboro, OR

Nov. 2017

100%

396 units

94%

Aston Multifamily Portfolio

Various

100%

3,145 units

92%

Aston Multifamily Portfolio

Various

100%

2,389 units

92%

Talavera and Flamingo Multifamily

Las Vegas, NV

Dec. 2017

100%

674 units

86%

Talavera and Flamingo Multifamily

Las Vegas, NV

Dec. 2017

100%

674 units

93%

Walden Pond & Montair Multifamily Portfolio

Everett, WA & Thornton, CO

Dec. 2017

95%

636 units

95%

Montair Multifamily

Thornton, CO

Dec. 2017

100%

320 units

91%

Signature at Kendall Multifamily

Miami, FL

Dec. 2017

100%

546 units

91%

Signature at Kendall Multifamily

Miami, FL

Dec. 2017

100%

546 units

92%

Blue Hills Multifamily

Boston, MA

May 2018

100%

472 units

93%

Blue Hills Multifamily

Boston, MA

May 2018

100%

472 units

94%

Wave Multifamily Portfolio

Various

May 2018

100%

1,902 units

92%

Wave Multifamily Portfolio

Various

May 2018

100%

1,728 units

91%

ACG III Multifamily

Gresham, OR & Turlock, CA

May 2018

95%

475 units

95%

ACG III Multifamily

Gresham, OR & Turlock, CA

May 2018

95%

475 units

93%

Carroll Florida Multifamily

Jacksonville & Orlando, FL

May 2018

100%

716 units

94%

Carroll Florida Multifamily

Jacksonville & Orlando, FL

May 2018

100%

716 units

94%

Solis at Flamingo

Las Vegas, NV

June 2018

95%

524 units

87%

Solis at Flamingo

Las Vegas, NV

June 2018

95%

524 units

87%

Velaire at Aspera

Phoenix, AZ

July 2018

100%

286 units

93%

Velaire at Aspera

Phoenix, AZ

July 2018

100%

286 units

94%

Coyote Multifamily Portfolio

Phoenix, AZ

Aug. 2018

100%

1,752 units

93%

Coyote Multifamily Portfolio

Phoenix, AZ

Aug. 2018

100%

1,752 units

93%

Avanti Apartments

Las Vegas, NV

Dec. 2018

100%

414 units

89%

Avanti Apartments

Las Vegas, NV

Dec. 2018

100%

414 units

91%

Gilbert Heritage Apartments

Phoenix, AZ

Feb. 2019

90%

256 units

94%

Gilbert Heritage Apartments

Phoenix, AZ

Feb. 2019

90%

256 units

95%

Roman Multifamily Portfolio

Various

Feb. 2019

100%

3,743 units

94%

Roman Multifamily Portfolio

Various

Feb. 2019

100%

3,503 units

94%

Elevation Plaza Del Rio

Phoenix, AZ

April 2019

90%

333 units

94%

Elevation Plaza Del Rio

Phoenix, AZ

April 2019

90%

333 units

94%

Courtney at Universal Multifamily

Orlando, FL

April 2019

100%

355 units

92%

Courtney at Universal Multifamily

Orlando, FL

April 2019

100%

355 units

91%

Citymark Multifamily 2-Pack

Las Vegas, NV & Lithia Springs, GA

April 2019

95%

608 units

92%

Citymark Multifamily 2-Pack

Las Vegas, NV & Lithia Springs, GA

April 2019

95%

608 units

92%

Raider Multifamily Portfolio

Las Vegas, NV

Various

100%

1,514 units

90%

Raider Multifamily Portfolio

Las Vegas, NV

Various

100%

1,514 units

91%

Bridge II Multifamily Portfolio

Various

100%

2,363 units

91%

Bridge II Multifamily Portfolio

Various

100%

2,363 units

90%

Miami Doral 2-Pack

Miami, FL

May 2019

100%

720 units

93%

Miami Doral 2-Pack

Miami, FL

May 2019

100%

720 units

95%

Davis Multifamily 2-Pack

Raleigh, NC & Jacksonville, FL

May 2019

100%

454 units

92%

Davis Multifamily 2-Pack

Raleigh, NC & Jacksonville, FL

May 2019

100%

454 units

93%

Slate Savannah

Savannah, GA

May 2019

90%

272 units

96%

Slate Savannah

Savannah, GA

May 2019

90%

272 units

95%

Amara at MetroWest

Orlando, FL

May 2019

95%

411 units

88%

Amara at MetroWest

Orlando, FL

May 2019

95%

411 units

93%

Colorado 3-Pack

Denver & Fort Collins, CO

May 2019

100%

855 units

94%

Colorado 3-Pack

Denver & Fort Collins, CO

May 2019

100%

855 units

92%

Edge Las Vegas

Las Vegas, NV

June 2019

95%

296 units

91%

Edge Las Vegas

Las Vegas, NV

June 2019

95%

296 units

92%

ACG IV Multifamily

Woodland, CA & Puyallup, WA

June 2019

95%

606 units

94%

ACG IV Multifamily

Woodland, CA & Puyallup, WA

June 2019

95%

606 units

95%

Perimeter Multifamily 3-Pack

Atlanta, GA

June 2019

100%

691 units

91%

Perimeter Multifamily 3-Pack

Atlanta, GA

June 2019

100%

691 units

92%

Anson at the Lakes

Charlotte, NC

June 2019

100%

694 units

92%

Anson at the Lakes

Charlotte, NC

June 2019

100%

694 units

91%

San Valiente Multifamily

Phoenix, AZ

July 2019

95%

604 units

91%

San Valiente Multifamily

Phoenix, AZ

July 2019

95%

604 units

92%

Edgewater at the Cove

Oregon City, OR

Aug. 2019

100%

244 units

93%

Edgewater at the Cove

Oregon City, OR

Aug. 2019

100%

244 units

92%

Haven 124 Multifamily

Denver, CO

Sept. 2019

100%

562 units

93%

Haven 124 Multifamily

Denver, CO

Sept. 2019

100%

562 units

92%

Villages at McCullers Walk Multifamily

Raleigh, NC

Oct. 2019

100%

412 units

93%

Villages at McCullers Walk Multifamily

Raleigh, NC

Oct. 2019

100%

412 units

94%

Canopy at Citrus Park Multifamily

Largo, FL

Oct. 2019

90%

318 units

95%

Canopy at Citrus Park Multifamily

Largo, FL

Oct. 2019

90%

318 units

95%

Ridge Multifamily Portfolio

Las Vegas, NV

Oct. 2019

90%

1,220 units

89%

Ridge Multifamily Portfolio

Las Vegas, NV

Oct. 2019

90%

1,220 units

88%

Charleston on 66th Multifamily

Tampa, FL

Nov. 2019

95%

258 units

90%

Charleston on 66th Multifamily

Tampa, FL

Nov. 2019

95%

258 units

92%

Evolve at Timber Creek Multifamily

Garner, NC

Nov. 2019

100%

304 units

93%

Evolve at Timber Creek Multifamily

Garner, NC

Nov. 2019

100%

304 units

92%

Arches at Hidden Creek Multifamily

Chandler, AZ

Nov. 2019

98%

432 units

89%

Arches at Hidden Creek Multifamily

Chandler, AZ

Nov. 2019

98%

432 units

91%

Terra Multifamily

Austin, TX

Dec. 2019

100%

372 units

90%

Terra Multifamily

Austin, TX

Dec. 2019

100%

372 units

90%

Arium Multifamily Portfolio

Various

Dec. 2019

100%

1,684 units

92%

Arium Multifamily Portfolio

Various

Dec. 2019

100%

1,684 units

93%

Easton Gardens Multifamily

Columbus, OH

Feb. 2020

95%

1,064 units

94%

Easton Gardens Multifamily

Columbus, OH

Feb. 2020

95%

1,064 units

94%

Acorn Multifamily Portfolio

Various

Feb. & May 2020

98%

7,055 units

93%

Acorn Multifamily Portfolio

Various

Feb. & May 2020

98%

7,055 units

94%

Indigo West Multifamily

Orlando, FL

March 2020

100%

456 units

90%

Indigo West Multifamily

Orlando, FL

March 2020

100%

456 units

85%

The Sixes Multifamily

Holly Springs, GA

Sept. 2020

100%

340 units

95%

The Sixes Multifamily

Holly Springs, GA

Sept. 2020

100%

340 units

94%

Park & Market Multifamily

Raleigh, NC

Oct. 2020

100%

409 units

95%

Park & Market Multifamily

Raleigh, NC

Oct. 2020

100%

409 units

95%

Cortland Lex Multifamily

Alpharetta, GA

Oct. 2020

100%

360 units

94%

Cortland Lex Multifamily

Alpharetta, GA

Oct. 2020

100%

360 units

94%

The Palmer Multifamily

Charlotte, NC

Oct. 2020

90%

318 units

94%

The Palmer Multifamily

Charlotte, NC

Oct. 2020

90%

318 units

94%

Grizzly Multifamily Portfolio

Atlanta, GA & Nashville, TN

Oct. & Nov. 2020

100%

767 units

94%

Grizzly Multifamily Portfolio

Atlanta, GA & Nashville, TN

Oct. & Nov. 2020

100%

767 units

94%

Jaguar Multifamily Portfolio

Various

Nov. & Dec. 2020

100%

3,788 units

92%

Jaguar Multifamily Portfolio

Various

Nov. & Dec. 2020

100%

3,442 units

91%

Kansas City Multifamily Portfolio

Overland Park & Olathe, KS

Dec. 2020

100%

620 units

93%

Kansas City Multifamily Portfolio

Overland Park & Olathe, KS

Dec. 2020

100%

620 units

93%

5046

Segment and Investment

Number of

Properties(1)

Location

Acquisition Date

Ownership Interest(2)

Sq. Feet (in thousands)/Units/Keys(1)

Occupancy Rate(3)

Segment and Investment

Number of

Properties(1)

Location

Acquisition Date

Ownership Interest(2)

Sq. Feet (in thousands)/Units/Keys(1)

Occupancy Rate(3)

The View at Woodstock Multifamily

Woodstock, GA

Jan. 2021

100%

320 units

94%

The View at Woodstock Multifamily

Woodstock, GA

Jan. 2021

100%

320 units

93%

Southeast Multifamily Portfolio

Lebanon, TN & Sanford, FL

Feb. 2021

98%

330 units

94%

Southeast Multifamily Portfolio

Lebanon, TN & Sanford, FL

Feb. 2021

98%

138 units

92%

Cortona South Tampa Multifamily

Tampa, FL

April 2021

100%

300 units

90%

Cortona South Tampa Multifamily

Tampa, FL

April 2021

100%

300 units

92%

Crest at Park Central Multifamily

Dallas, TX

April 2021

100%

387 units

95%

Crest at Park Central Multifamily

Dallas, TX

April 2021

100%

387 units

94%

Archer & Rosery Multifamily Portfolio

Acworth, GA & Largo, FL

April & May 2021

100%

539 units

93%

Archer & Rosery Multifamily Portfolio

Acworth, GA & Largo, FL

April & May 2021

100%

539 units

92%

Encore Tessera Multifamily

Phoenix, AZ

May 2021

80%

240 units

92%

Encore Tessera Multifamily

Phoenix, AZ

May 2021

80%

240 units

92%

Acorn 2.0 Multifamily Portfolio

Various

98%

6,997 units

87%

Acorn 2.0 Multifamily Portfolio

Various

98%

6,997 units

89%

Vue at Centennial Multifamily

Las Vegas, NV

June 2021

100%

372 units

92%

Vue at Centennial Multifamily

Las Vegas, NV

June 2021

100%

372 units

92%

Charlotte Multifamily Portfolio

Various

June & Aug. 2021

100%

876 units

92%

Charlotte Multifamily Portfolio

Various

June & Aug. 2021

100%

876 units

92%

Haven by Watermark Multifamily

Denver, CO

June 2021

100%

206 units

97%

Haven by Watermark Multifamily

Denver, CO

June 2021

100%

206 units

94%

Legacy North Multifamily

Plano, TX

Aug. 2021

100%

1,675 units

93%

Legacy North Multifamily

Plano, TX

Aug. 2021

100%

1,675 units

93%

The Brooke Multifamily

Atlanta, GA

Aug. 2021

100%

537 units

94%

The Brooke Multifamily

Atlanta, GA

Aug. 2021

100%

537 units

93%

One Boynton Multifamily

Boynton Beach, FL

Aug. 2021

100%

494 units

89%

One Boynton Multifamily

Boynton Beach, FL

Aug. 2021

100%

494 units

95%

Falcon Landing Multifamily

Katy, TX

Aug. 2021

90%

386 units

95%

Falcon Landing Multifamily

Katy, TX

Aug. 2021

90%

386 units

94%

Town Lantana Multifamily

Lantana, FL

Sept. 2021

90%

360 units

93%

Town Lantana Multifamily

Lantana, FL

Sept. 2021

90%

360 units

96%

Ring Multifamily Portfolio

Various

Sept. 2021

100%

3,030 units

92%

Ring Multifamily Portfolio

Various

Sept. 2021

100%

3,030 units

93%

Villages at Pecan Grove Multifamily

Holly Springs, NC

Nov. 2021

100%

336 units

95%

Villages at Pecan Grove Multifamily

Holly Springs, NC

Nov. 2021

100%

336 units

96%

Cielo Morrison Multifamily Portfolio

Charlotte, NC

Nov. 2021

90%

419 units

90%

Cielo Morrison Multifamily Portfolio

Charlotte, NC

Nov. 2021

90%

419 units

93%

FiveTwo at Highland Multifamily

Austin, TX

Nov. 2021

90%

390 units

95%

FiveTwo at Highland Multifamily

Austin, TX

Nov. 2021

90%

390 units

96%

Roman 2.0 Multifamily Portfolio

Various

Dec. 2021 & Jan. 2022

100%

6,342 units

93%

Roman 2.0 Multifamily Portfolio

Various

Dec. 2021 & Jan. 2022

100%

6,342 units

94%

Kapilina Beach Homes Multifamily

Ewa Beach, HI

Dec. 2021

100%

1,459 units

88%

Kapilina Beach Homes Multifamily

Ewa Beach, HI

Dec. 2021

100%

1,459 units

91%

SeaTac Multifamily Portfolio

Edgewood & Everett, WA

Dec. 2021

90%

480 units

94%

SeaTac Multifamily Portfolio

Edgewood & Everett, WA

Dec. 2021

90%

480 units

94%

Villages at Raleigh Beach Multifamily

Raleigh, NC

Jan. 2022

100%

392 units

94%

Villages at Raleigh Beach Multifamily

Raleigh, NC

Jan. 2022

100%

392 units

95%

Raider 2.0 Multifamily Portfolio

Las Vegas & Henderson, NV

March & April 2022

100%

1,390 units

91%

Raider 2.0 Multifamily Portfolio

Las Vegas & Henderson, NV

March & April 2022

100%

1,390 units

93%

Dallas Multifamily Portfolio

Irving & Fort Worth, TX

April 2022

90%

759 units

94%

Dallas Multifamily Portfolio

Irving & Fort Worth, TX

April 2022

90%

759 units

94%

Carlton at Bartram Park Multifamily

Jacksonville, FL

April 2022

100%

750 units

94%

Carlton at Bartram Park Multifamily

Jacksonville, FL

April 2022

100%

750 units

94%

Overlook Multifamily Portfolio

Malden & Revere, MA

April 2022

100%

1,386 units

95%

Overlook Multifamily Portfolio

Malden & Revere, MA

April 2022

100%

1,386 units

94%

Harper Place at Bees Ferry Multifamily

Charleston, SC

April 2022

100%

195 units

92%

Harper Place at Bees Ferry Multifamily

Charleston, SC

April 2022

100%

195 units

92%

Rapids Multifamily Portfolio

Various

May 2022

100%

12,667 units

93%

Rapids Multifamily Portfolio

Various

May 2022

100%

11,401 units

93%

8 Spruce Street Multifamily

New York, NY

May 2022

100%

899 units

94%

8 Spruce Street Multifamily

New York, NY

May 2022

100%

899 units

93%

Pike Multifamily Portfolio(4)

Various

June 2022

100%

12,594 units

96%

Pike Multifamily Portfolio(4)

Various

June 2022

100%

12,332 units

95%

ACG V Multifamily

Stockton, CA

Sept. 2022

95%

449 units

94%

ACG V Multifamily

Stockton, CA

Sept. 2022

95%

449 units

92%

Highroads MH

Phoenix, AZ

April 2018

99.6%

198 units

97%

Highroads MH

Phoenix, AZ

April 2018

99.6%

198 units

97%

Evergreen Minari MH

Phoenix, AZ

June 2018

99.6%

115 units

97%

Evergreen Minari MH

Phoenix, AZ

June 2018

99.6%

115 units

97%

Southwest MH

Various

June 2018

99.6%

2,568 units

90%

Southwest MH

Various

June 2018

99.6%

2,568 units

87%

Hidden Springs MH

Desert Hot Springs, CA

July 2018

99.6%

317 units

86%

Hidden Springs MH

Desert Hot Springs, CA

July 2018

99.6%

317 units

86%

SVPAC MH

Phoenix, AZ

July 2018

99.6%

233 units

100%

SVPAC MH

Phoenix, AZ

July 2018

99.6%

233 units

99%

Riverest MH

Tavares, FL

Dec. 2018

99.6%

130 units

97%

Riverest MH

Tavares, FL

Dec. 2018

99.6%

130 units

96%

Angler MH Portfolio

Phoenix, AZ

April 2019

99.6%

770 units

93%

Angler MH Portfolio

Phoenix, AZ

April 2019

99.6%

770 units

91%

Florida MH 4-Pack

Various

April & July 2019

99.6%

799 units

94%

Florida MH 4-Pack

Various

April & July 2019

99.6%

799 units

93%

Impala MH

Phoenix & Chandler, AZ

July 2019

99.6%

333 units

99%

Impala MH

Phoenix & Chandler, AZ

July 2019

99.6%

333 units

99%

Clearwater MHC 2-Pack

Clearwater, FL

March & Aug. 2020

99.6%

207 units

96%

Clearwater MHC 2-Pack

Clearwater, FL

March & Aug. 2020

99.6%

207 units

95%

Legacy MH Portfolio

Various

April 2020

99.6%

1,896 units

92%

Legacy MH Portfolio

Various

April 2020

99.6%

1,896 units

91%

May Manor MH

Lakeland, FL

June 2020

99.6%

297 units

81%

May Manor MH

Lakeland, FL

June 2020

99.6%

297 units

84%

Royal Oaks MH

Petaluma, CA

Nov. 2020

99.6%

94 units

99%

Royal Oaks MH

Petaluma, CA

Nov. 2020

99.6%

94 units

99%

Southeast MH Portfolio

Various

Dec. 2020

99.6%

6,333 units

87%

Southeast MH Portfolio

Various

Dec. 2020

99.6%

6,333 units

87%

Redwood Village MH

Santa Rosa, CA

July 2021

99.6%

67 units

100%

Redwood Village MH

Santa Rosa, CA

July 2021

99.6%

67 units

99%

Courtly Manor MH

Hialeah, FL

Oct. 2021

99.6%

525 units

100%

Courtly Manor MH

Hialeah, FL

Oct. 2021

99.6%

525 units

100%

Crescent Valley MH

Newhall, CA

Nov. 2021

99.6%

85 units

92%

Crescent Valley MH

Newhall, CA

Nov. 2021

99.6%

85 units

93%

EdR Student Housing Portfolio

Various

Sept. 2018

95%

3,460 units

96%

EdR Student Housing Portfolio

Various

Sept. 2018

95%

3,460 units

98%

Mercury 3100 Student Housing

Orlando, FL

Feb. 2021

100%

228 units

99%

Mercury 3100 Student Housing

Orlando, FL

Feb. 2021

100%

228 units

99%

Signal Student Housing Portfolio

Various

Aug. 2021

96%

1,749 units

97%

Signal Student Housing Portfolio

Various

Aug. 2021

96%

1,749 units

97%

Standard at Fort Collins Student Housing

Fort Collins, CO

Nov. 2021

97%

237 units

100%

Standard at Fort Collins Student Housing

Fort Collins, CO

Nov. 2021

97%

237 units

99%

Intel Student Housing Portfolio

Reno, NV

Various

98%

805 units

96%

Intel Student Housing Portfolio

Reno, NV

Various

98%

805 units

93%

Signal 2.0 Student Housing Portfolio

Buffalo, NY & Athens, GA

Dec. 2021

97%

366 units

99%

Signal 2.0 Student Housing Portfolio

Buffalo, NY & Athens, GA

Dec. 2021

97%

366 units

99%

Robin Student Housing Portfolio

Various

March 2022

98%

1,703 units

94%

Robin Student Housing Portfolio

Various

March 2022

98%

1,703 units

93%

Legacy on Rio Student Housing

Austin, TX

March 2022

97%

149 units

100%

Legacy on Rio Student Housing

Austin, TX

March 2022

97%

149 units

99%

Mark at Tucson Student Housing

Mountain, AZ

April 2022

97%

154 units

98%

Mark at Tucson Student Housing

Mountain, AZ

April 2022

97%

154 units

98%

Legacy at Baton Rouge Student Housing

Baton Rouge, LA

May 2022

97%

300 units

99%

Legacy at Baton Rouge Student Housing

Baton Rouge, LA

May 2022

97%

300 units

98%

American Campus Communities

150

Various

Aug. 2022

69%

36,545 units

96%

American Campus Communities

150

Various

Aug. 2022

69%

36,545 units

96%

Home Partners of America(5)

N/A(1)

Various

Various(5)

28,165 units

97%

Home Partners of America(5)

N/A(1)

Various

Various(5)

28,616 units

92%

Quebec Independent Living Portfolio

Quebec, Canada

Aug. 2021 & Aug. 2022

95%

3,233 units

86%

Quebec Independent Living Portfolio

Quebec, Canada

Aug. 2021 & Aug. 2022

100%

3,233 units

88%

5147

Segment and Investment

Number of

Properties(1)

Location

Acquisition Date

Ownership Interest(2)

Sq. Feet (in thousands)/Units/Keys(1)

Occupancy Rate(3)

Segment and Investment

Number of

Properties(1)

Location

Acquisition Date

Ownership Interest(2)

Sq. Feet (in thousands)/Units/Keys(1)

Occupancy Rate(3)

Ace Affordable Housing Portfolio(6)

599

Various

Dec. 2021

Various(6)

74,714 units

97%

Ace Affordable Housing Portfolio(6)

557

Various

Dec. 2021

Various(6)

71,403 units

96%

Florida Affordable Housing Portfolio

Various

100%

10,965 units

97%

Florida Affordable Housing Portfolio

Various

100%

10,965 units

96%

Palm Park Affordable Housing

Boynton Beach, FL

May 2022

100%

160 units

99%

Palm Park Affordable Housing

Boynton Beach, FL

May 2022

100%

160 units

99%

Wasatch 2-Pack

Spring Valley, CA & Midvale, UT

Oct. 2022

100%

350 units

94%

Total Rental Housing

1,259

291,346 units

Total Rental Housing

1,207

285,284 units

Industrial:

HS Industrial Portfolio

Various

April 2017

100%

5,573 sq. ft.

97%

HS Industrial Portfolio

Various

April 2017

100%

5,573 sq. ft.

98%

Fairfield Industrial Portfolio

Fairfield, NJ

Sept. 2017

100%

578 sq. ft.

99%

Fairfield Industrial Portfolio

Fairfield, NJ

Sept. 2017

100%

578 sq. ft.

100%

Southeast Industrial Portfolio

Various

Nov. 2017

100%

1,927 sq. ft.

100%

Southeast Industrial Portfolio

Various

Nov. 2017

100%

1,427 sq. ft.

55%

Kraft Chicago Industrial Portfolio

Aurora, IL

Jan. 2018

100%

1,693 sq. ft.

100%

Kraft Chicago Industrial Portfolio

Aurora, IL

Jan. 2018

100%

1,693 sq. ft.

100%

Canyon Industrial Portfolio

138

Various

March 2018

100%

20,154 sq. ft.

98%

Canyon Industrial Portfolio

135

Various

March 2018

100%

20,001 sq. ft.

98%

HP Cold Storage Industrial Portfolio

Various

May 2018

100%

2,259 sq. ft.

100%

HP Cold Storage Industrial Portfolio

Various

May 2018

100%

2,259 sq. ft.

100%

Meridian Industrial Portfolio

Various

Nov. 2018

99%

11,582 sq. ft.

99%

Meridian Industrial Portfolio

Various

Nov. 2018

99%

11,582 sq. ft.

97%

Stockton Distribution Center

Stockton, CA

Dec. 2018

100%

987 sq. ft.

100%

Stockton Distribution Center

Stockton, CA

Dec. 2018

100%

987 sq. ft.

100%

Summit Industrial Portfolio

Atlanta, GA

Dec. 2018

100%

631 sq. ft.

100%

Summit Industrial Portfolio

Atlanta, GA

Dec. 2018

100%

631 sq. ft.

97%

4500 Westport Drive

Harrisburg, PA

Jan. 2019

100%

179 sq. ft.

100%

4500 Westport Drive

Harrisburg, PA

Jan. 2019

100%

179 sq. ft.

100%

Morgan Savannah

Savannah, GA

April 2019

100%

357 sq. ft.

100%

Morgan Savannah

Savannah, GA

April 2019

100%

357 sq. ft.

100%

Minneapolis Industrial Portfolio

Minneapolis, MN

April 2019

100%

2,459 sq. ft.

95%

Minneapolis Industrial Portfolio

Minneapolis, MN

April 2019

100%

2,459 sq. ft.

96%

Atlanta Industrial Portfolio

Atlanta, GA

May 2019

100%

3,779 sq. ft.

93%

Atlanta Industrial Portfolio

Atlanta, GA

May 2019

100%

3,779 sq. ft.

94%

Patriot Park Industrial Portfolio

Durham, NC

Sept. 2019

100%

323 sq. ft.

100%

Patriot Park Industrial Portfolio

Durham, NC

Sept. 2019

100%

323 sq. ft.

100%

Denali Industrial Portfolio

Various

Sept. 2019

100%

4,098 sq. ft.

100%

Denali Industrial Portfolio

Various

Sept. 2019

100%

4,098 sq. ft.

100%

Jupiter 12 Industrial Portfolio

302

Various

Sept. 2019

100%

61,297 sq. ft.

97%

Jupiter 12 Industrial Portfolio

296

Various

Sept. 2019

100%

58,870 sq. ft.

98%

2201 Main Street

San Diego, CA

Oct. 2019

100%

260 sq. ft.

N/A

2201 Main Street

San Diego, CA

Oct. 2019

100%

260 sq. ft.

N/A

Triangle Industrial Portfolio

Greensboro, NC

Jan. 2020

100%

2,559 sq. ft.

91%

Triangle Industrial Portfolio

Greensboro, NC

Jan. 2020

100%

2,559 sq. ft.

91%

Midwest Industrial Portfolio

Various

Feb. 2020

100%

5,940 sq. ft.

94%

Midwest Industrial Portfolio

Various

Feb. 2020

100%

5,940 sq. ft.

89%

Pancal Industrial Portfolio

Various

Feb. & April 2020

100%

2,109 sq. ft.

99%

Pancal Industrial Portfolio

Various

Feb. & April 2020

100%

2,109 sq. ft.

98%

Grainger Distribution Center

Jacksonville, FL

March 2020

100%

297 sq. ft.

100%

Grainger Distribution Center

Jacksonville, FL

March 2020

100%

297 sq. ft.

100%

Diamond Industrial

Pico Rivera, CA

Aug. 2020

100%

243 sq. ft.

100%

Diamond Industrial

Pico Rivera, CA

Aug. 2020

100%

243 sq. ft.

100%

Inland Empire Industrial Portfolio

Etiwanda & Fontana, CA

Sept. 2020

100%

404 sq. ft.

100%

Inland Empire Industrial Portfolio

Etiwanda & Fontana, CA

Sept. 2020

100%

404 sq. ft.

100%

Shield Industrial Portfolio

Various

Dec. 2020

100%

2,079 sq. ft.

100%

Shield Industrial Portfolio

Various

Dec. 2020

100%

2,079 sq. ft.

100%

7520 Georgetown Industrial

Indianapolis, IN

Dec. 2020

100%

425 sq. ft.

100%

7520 Georgetown Industrial

Indianapolis, IN

Dec. 2020

100%

425 sq. ft.

100%

WC Infill Industrial Portfolio(7)

Various

Jan. & Aug. 2021

85%

2,927 sq. ft.

N/A

WC Infill Industrial Portfolio(7)

Various

Jan. & Aug. 2021

85%

3,026 sq. ft.

N/A

Vault Industrial Portfolio(7)

Various

Jan. 2021

46%

6,592 sq. ft.

N/A

Vault Industrial Portfolio(7)

Various

Jan. 2021

46%

6,592 sq. ft.

N/A

Chicago Infill Industrial Portfolio

Various

Feb. 2021

100%

1,058 sq. ft.

100%

Chicago Infill Industrial Portfolio

Various

Feb. 2021

100%

1,058 sq. ft.

100%

Greensboro Industrial Portfolio

Various

April 2021

100%

2,068 sq. ft.

94%

Greensboro Industrial Portfolio

Various

April 2021

100%

2,068 sq. ft.

94%

NW Corporate Center Industrial Portfolio

El Paso, TX

July 2021

100%

692 sq. ft.

100%

NW Corporate Center Industrial Portfolio

El Paso, TX

July 2021

100%

692 sq. ft.

100%

I-85 Southeast Industrial Portfolio

Various

July & Aug. 2021

100%

739 sq. ft.

100%

I-85 Southeast Industrial Portfolio

Various

July & Aug. 2021

100%

739 sq. ft.

100%

Alaska Industrial Portfolio(7)

Various UK

July & Oct. 2021

22%

8,720 sq. ft.

N/A

Alaska Industrial Portfolio(7)

Various UK

July & Oct. 2021

22%

8,732 sq. ft.

N/A

Stephanie Industrial Portfolio

Henderson, NV

Sept. 2021

100%

338 sq. ft.

100%

Stephanie Industrial Portfolio

Henderson, NV

Sept. 2021

100%

338 sq. ft.

100%

Capstone Industrial Portfolio

Brooklyn Park, MN

Sept. 2021

100%

219 sq. ft.

86%

Capstone Industrial Portfolio

Brooklyn Park, MN

Sept. 2021

100%

219 sq. ft.

86%

Winston Industrial Portfolio(8)

132

Various

Oct. 2021

Various

39,193 sq. ft.

98%

Winston Industrial Portfolio(8)

132

Various

Oct. 2021

Various

34,936 sq. ft.

97%

Tempe Industrial Center

Tempe, AZ

Oct. 2021

100%

175 sq. ft.

100%

Tempe Industrial Center

Tempe, AZ

Oct. 2021

100%

175 sq. ft.

100%

Procyon Distribution Center Industrial

Las Vegas, NV

Oct. 2021

100%

122 sq. ft.

100%

Procyon Distribution Center Industrial

Las Vegas, NV

Oct. 2021

100%

122 sq. ft.

100%

Northborough Industrial Portfolio

Marlborough, MA

Oct. 2021

100%

600 sq. ft.

100%

Northborough Industrial Portfolio

Marlborough, MA

Oct. 2021

100%

600 sq. ft.

100%

Coldplay Logistics Portfolio(7)

Various Germany

Oct. 2021

10%

1,546 sq. ft.

N/A

Coldplay Logistics Portfolio(7)

Various Germany

Oct. 2021

10%

1,546 sq. ft.

N/A

Canyon 2.0 Industrial Portfolio

102

Various

Nov. 2021

99%

15,218 sq. ft.

98%

Canyon 2.0 Industrial Portfolio

102

Various

Nov. 2021

99%

15,218 sq. ft.

98%

Tropical Sloane Las Vegas Industrial

Las Vegas, NV

Nov. 2021

100%

171 sq. ft.

100%

Tropical Sloane Las Vegas Industrial

Las Vegas, NV

Nov. 2021

100%

171 sq. ft.

100%

Explorer Industrial Portfolio(7)

328

Various

Nov. 2021

12%

70,499 sq. ft.

N/A

Explorer Industrial Portfolio(7)

328

Various

Nov. 2021

12%

70,499 sq. ft.

N/A

Carrix Ports Portfolio(9)

N/A

Various

Nov. 2021

N/A

Carrix Ports Portfolio(9)

N/A

Various

Nov. 2021

N/A

Evergreen Industrial Portfolio(7)

Various

Dec. 2021

10%

6,068 sq. ft.

N/A

Evergreen Industrial Portfolio(7)

Various Europe

Dec. 2021

10%

6,068 sq. ft.

N/A

Maplewood Industrial

Various

Dec. 2021

100%

3,169 sq. ft.

100%

Maplewood Industrial

Various

Dec. 2021

100%

3,169 sq. ft.

100%

Meadowland Industrial Portfolio

Las Vegas, NV

Dec. 2021

100%

1,138 sq. ft.

100%

Meadowland Industrial Portfolio

Las Vegas, NV

Dec. 2021

100%

1,138 sq. ft.

100%

Bulldog Industrial Portfolio

Suwanee, GA

Dec. 2021

100%

512 sq. ft.

100%

Bulldog Industrial Portfolio

Suwanee, GA

Dec. 2021

100%

512 sq. ft.

98%

SLC NW Commerce Industrial

Salt Lake City, UT

Dec. 2021

100%

529 sq. ft.

97%

SLC NW Commerce Industrial

Salt Lake City, UT

Dec. 2021

100%

529 sq. ft.

100%

Bluefin Industrial Portfolio(7)

Various

Dec. 2021

23%

10,922 sq. ft.

N/A

Bluefin Industrial Portfolio(7)

Various

Dec. 2021

23%

10,276 sq. ft.

N/A

73 Business Center Industrial Portfolio

Greensboro, NC

Dec. 2021

100%

218 sq. ft.

54%

73 Business Center Industrial Portfolio

Greensboro, NC

Dec. 2021

100%

218 sq. ft.

100%

Amhurst Industrial Portfolio

Waukegan, IL

March 2022

100%

1,280 sq. ft.

93%

Amhurst Industrial Portfolio

Waukegan, IL

March 2022

100%

1,280 sq. ft.

89%

Shoals Logistics Center Industrial

Austell, GA

April 2022

100%

254 sq. ft.

N/A

Shoals Logistics Center Industrial

Austell, GA

April 2022

100%

254 sq. ft.

N/A

Durham Commerce Center Industrial

Durham, NC

April 2022

100%

132 sq. ft.

100%

Durham Commerce Center Industrial

Durham, NC

April 2022

100%

132 sq. ft.

100%

Mileway Industrial Portfolio(7)

1,668

Various

16%

153,893 sq. ft.

N/A

Mileway Industrial Portfolio(7)

1,649

Various Europe

Various

15%

152,904 sq. ft.

N/A

Total Industrial

3,284

461,184 sq. ft.

Total Industrial

3,255

452,323 sq. ft.

5248

Segment and Investment

Number of

Properties(1)

Location

Acquisition Date

Ownership Interest(2)

Sq. Feet (in thousands)/Units/Keys(1)

Occupancy Rate(3)

Segment and Investment

Number of

Properties(1)

Location

Acquisition Date

Ownership Interest(2)

Sq. Feet (in thousands)/Units/Keys(1)

Occupancy Rate(3)

Net Lease:

Bellagio Net Lease

Las Vegas, NV

Nov. 2019

95%

8,507 sq. ft.

100%

Bellagio Net Lease

Las Vegas, NV

Nov. 2019

95%

8,507 sq. ft.

100%

MGM Grand Net Lease(7)

Las Vegas, NV

Feb. 2020

49.9%

6,917 sq. ft.

N/A

Mandalay Bay Net Lease(7)

Las Vegas, NV

Feb. 2020

49.9%

9,324 sq. ft.

N/A

Cosmopolitan Net Lease

Las Vegas, NV

May 2022

80%

6,902 sq. ft.

100%

Cosmopolitan Net Lease

Las Vegas, NV

May 2022

80%

6,902 sq. ft.

100%

Total Net Lease

31,650 sq. ft.

Total Net Lease

15,409 sq. ft.

Data Centers:

D.C. Powered Shell Warehouse Portfolio

Ashburn & Manassas, VA

June & Dec. 2019

90%

1,471 sq. ft.

100%

D.C. Powered Shell Warehouse Portfolio

Ashburn & Manassas, VA

June & Dec. 2019

90%

1,471 sq. ft.

100%

Highpoint Powered Shell Portfolio

Sterling, VA

June 2021

100%

430 sq. ft.

100%

Highpoint Powered Shell Portfolio

Sterling, VA

June 2021

100%

430 sq. ft.

100%

QTS Data Centers(7)

Various

Aug. 2021

33.1%

9,354 sq. ft.

N/A

QTS Data Centers(7)

Various

Aug. 2021

33.5%

9,503 sq. ft.

N/A

Atlantic Powered Shell Portfolio

Sterling, VA

April 2022

100%

792 sq. ft.

100%

Atlantic Powered Shell Portfolio

Sterling, VA

April 2022

100%

792 sq. ft.

100%

Phoenix Tower International(10)

N/A

Various

May 2022

12%

N/A

Phoenix Tower International(10)

N/A

Various

May 2022

12%

N/A

Total Data Centers

12,047 sq. ft.

Total Data Centers

12,196 sq. ft.

Hospitality:

Hyatt Place UC Davis

Davis, CA

Jan. 2017

100%

127 keys

72%

Hyatt Place UC Davis

Davis, CA

Jan. 2017

100%

127 keys

74%

Hyatt Place San Jose Downtown

San Jose, CA

June 2017

100%

240 keys

55%

Hyatt Place San Jose Downtown

San Jose, CA

June 2017

100%

240 keys

64%

Florida Select-Service 4-Pack

Tampa & Orlando, FL

July 2017

100%

476 keys

73%

Florida Select-Service 4-Pack

Tampa & Orlando, FL

July 2017

100%

348 keys

77%

Hyatt House Downtown Atlanta

Atlanta, GA

Aug. 2017

100%

150 keys

68%

Hyatt House Downtown Atlanta

Atlanta, GA

Aug. 2017

100%

150 keys

65%

Boston/Worcester Select-Service 3-Pack

Boston & Worcester, MA

Oct. 2017

100%

374 keys

74%

Boston/Worcester Select-Service 3-Pack

Boston & Worcester, MA

Oct. 2017

100%

374 keys

74%

Henderson Select-Service 2-Pack

Henderson, NV

May 2018

100%

228 keys

81%

Henderson Select-Service 2-Pack

Henderson, NV

May 2018

100%

228 keys

84%

Orlando Select-Service 2-Pack

Orlando, FL

May 2018

100%

254 keys

87%

Orlando Select-Service 2-Pack

Orlando, FL

May 2018

100%

254 keys

87%

Corporex Select Service Portfolio

Various

Aug. 2018

100%

601 keys

75%

Corporex Select Service Portfolio

Various

Aug. 2018

100%

368 keys

78%

JW Marriott San Antonio Hill Country Resort

San Antonio, TX

Aug. 2018

100%

1,002 keys

61%

JW Marriott San Antonio Hill Country Resort

San Antonio, TX

Aug. 2018

100%

1,002 keys

67%

Hampton Inn & Suites Federal Way

Seattle, WA

Oct. 2018

100%

142 keys

74%

Hampton Inn & Suites Federal Way

Seattle, WA

Oct. 2018

100%

142 keys

70%

Staybridge Suites Reno

Reno, NV

Nov. 2018

100%

94 keys

78%

Salt Lake City Select Service 3 Pack

Salt Lake City, UT

Nov. 2018

60%

454 keys

72%

Salt Lake City Select Service 3 Pack

Salt Lake City, UT

Nov. 2018

60%

454 keys

71%

Courtyard Kona

Kailua-Kona, HI

March 2019

100%

455 keys

77%

Courtyard Kona

Kailua-Kona, HI

March 2019

100%

455 keys

79%

Raven Select Service Portfolio

Various

June 2019

100%

2,555 keys

70%

Raven Select Service Portfolio

Various

June 2019

100%

2,173 keys

74%

Urban 2-Pack

Chicago, IL

July 2019

100%

337 keys

54%

Urban 2-Pack

Chicago, IL

July 2019

100%

337 keys

64%

Hyatt Regency Atlanta

Atlanta, GA

Sept. 2019

100%

1,260 keys

58%

Hyatt Regency Atlanta

Atlanta, GA

Sept. 2019

100%

1,260 keys

66%

RHW Select Service Portfolio

Various

Nov. 2019

100%

923 keys

70%

RHW Select Service Portfolio

Various

Nov. 2019

100%

923 keys

71%

Key West Select Service Portfolio

Key West, FL

Oct. 2021

100%

519 keys

88%

Key West Select Service Portfolio

Key West, FL

Oct. 2021

100%

519 keys

85%

Sunbelt Select Service Portfolio

Various

Dec. 2021

100%

716 keys

71%

Sunbelt Select Service Portfolio

Various

Dec. 2021

100%

716 keys

73%

HGI Austin University Select Service

Austin, TX

Dec. 2021

100%

214 keys

52%

HGI Austin University Select Service

Austin, TX

Dec. 2021

100%

214 keys

64%

Sleep Extended Stay Hotel Portfolio(7)

196

Various

July 2022

30%

24,935 keys

N/A

Sleep Extended Stay Hotel Portfolio(7)

196

Various

July 2022

30%

24,937 keys

N/A

Halo Select Service Portfolio

Various

Aug. 2022

100%

1,258 keys

77%

Halo Select Service Portfolio

Various

Aug. 2022 & Oct. 2022

100%

1,403 keys

67%

Total Hospitality

268

37,314 keys

Total Hospitality

262

36,624 keys

Self Storage:

East Coast Storage Portfolio

Various

Aug. 2019

98%

1,476 sq. ft.

92%

East Coast Storage Portfolio

Various

Aug. 2019

98%

1,320 sq. ft.

91%

Phoenix Storage 2-Pack

Phoenix, AZ

March 2020

98%

111 sq. ft.

90%

Phoenix Storage 2-Pack

Phoenix, AZ

March 2020

98%

111 sq. ft.

91%

Cactus Storage Portfolio

Various

Sept. & Oct. 2020

98%

1,109 sq. ft.

91%

Cactus Storage Portfolio

Various

Sept. & Oct. 2020

98%

1,109 sq. ft.

88%

Caltex Storage Portfolio

Various

Nov. & Dec. 2020

98%

241 sq. ft.

91%

Caltex Storage Portfolio

Various

Nov. & Dec. 2020

98%

241 sq. ft.

91%

Simply Self Storage

102

Various

Dec. 2020

100%

8,561 sq. ft.

92%

Simply Self Storage

Various

Dec. 2020

100%

8,037 sq. ft.

89%

Florida Self Storage Portfolio

Cocoa & Rockledge, FL

Dec. 2020

98%

159 sq. ft.

96%

Florida Self Storage Portfolio

Cocoa & Rockledge, FL

Dec. 2020

98%

157 sq. ft.

91%

Pace Storage Portfolio

Pace, FL

Dec. 2020

98%

72 sq. ft.

91%

Pace Storage Portfolio

Pace, FL

Dec. 2020

98%

71 sq. ft.

90%

American Harbor Self Storage

Dallas, TX

Aug. 2021

100%

67 sq. ft.

95%

American Harbor Self Storage

Dallas, TX

Aug. 2021

100%

67 sq. ft.

91%

Flamingo Self Storage Portfolio

Various

98%

396 sq. ft.

92%

Flamingo Self Storage Portfolio

Various

98%

399 sq. ft.

89%

Houston Self Storage Portfolio

Various

Oct. 2021

100%

455 sq. ft.

93%

Houston Self Storage Portfolio

Various

Oct. 2021

100%

455 sq. ft.

92%

Lone Star Self Storage Portfolio

Various

Nov. 2021

100%

1,202 sq. ft.

93%

Lone Star Self Storage Portfolio

Various

Nov. 2021

100%

1,202 sq. ft.

92%

Richmond Self Storage

Richmond, TX

Dec. 2021

100%

86 sq. ft.

95%

Richmond Self Storage

Richmond, TX

Dec. 2021

100%

86 sq. ft.

93%

CubeWise Self Storage

Fort Worth, TX

Dec. 2021

100%

74 sq. ft.

94%

CubeWise Self Storage

Fort Worth, TX

Dec. 2021

100%

74 sq. ft.

92%

Benbrook Self Storage

Benbrook, TX

March 2022

100%

88 sq. ft.

91%

Benbrook Self Storage

Benbrook, TX

March 2022

100%

88 sq. ft.

94%

The Park Self Storage

Arlington, WA

March 2022

100%

45 sq. ft.

92%

The Park Self Storage

Arlington, WA

March 2022

100%

45 sq. ft.

93%

Alpaca Self Storage Portfolio

Various

April 2022

98%

2,283 sq. ft.

92%

Alpaca Self Storage Portfolio

Various

April 2022

98%

1,794 sq. ft.

90%

Columbus Self Storage Portfolio

Various

April 2022

100%

346 sq. ft.

92%

Columbus Self Storage Portfolio

Various

April 2022

100%

346 sq. ft.

93%

Boxer Self Storage

Fort Mill, NC

April 2022

100%

64 sq. ft.

90%

Boxer Self Storage

Fort Mill, NC

April 2022

100%

64 sq. ft.

94%

Native Self Storage

Stockton, CA

April 2022

100%

87 sq. ft.

82%

Native Self Storage

Stockton, CA

April 2022

100%

87 sq. ft.

90%

Total Self Storage

215

16,922 sq. ft.

Total Self Storage

208

15,753 sq. ft.

Office:

EmeryTech Office

Emeryville, CA

Oct. 2019

100%

228 sq. ft.

95%

Coleman Highline Office

San Jose, CA

Oct. 2020

100%

357 sq. ft.

100%

5349

Segment and Investment

Number of

Properties(1)

Location

Acquisition Date

Ownership Interest(2)

Sq. Feet (in thousands)/Units/Keys(1)

Occupancy Rate(3)

Segment and Investment

Number of

Properties(1)

Location

Acquisition Date

Ownership Interest(2)

Sq. Feet (in thousands)/Units/Keys(1)

Occupancy Rate(3)

Office:

EmeryTech Office

Emeryville, CA

Oct. 2019

100%

228 sq. ft.

95%

Coleman Highline Office

San Jose, CA

Oct. 2020

100%

357 sq. ft.

100%

Atlanta Tech Center Office

Atlanta, GA

May 2021

100%

361 sq. ft.

100%

Atlanta Tech Center Office

Atlanta, GA

May 2021

100%

361 sq. ft.

100%

Atlantic Complex Office

Toronto, Canada

Nov. 2021

97%

259 sq. ft.

94%

Atlantic Complex Office

Toronto, Canada

Nov. 2021

97%

259 sq. ft.

99%

One Manhattan West(7)

New York, NY

March 2022

49%

2,081 sq. ft.

N/A

One Manhattan West(7)

New York, NY

March 2022

49%

2,081 sq. ft.

N/A

One Culver Office

Culver City, CA

March 2022

90%

373 sq. ft.

100%

One Culver Office

Culver City, CA

March 2022

90%

373 sq. ft.

99%

Montreal Office Portfolio

Various

March 2022

98%

412 sq. ft.

95%

Montreal Office Portfolio

Various

March 2022

98%

412 sq. ft.

95%

Atlanta Tech Center 2.0 Office

Atlanta, GA

June 2022

99%

318 sq. ft.

100%

Atlanta Tech Center 2.0 Office

Atlanta, GA

June 2022

100%

318 sq. ft.

100%

Pike Office Portfolio(4)

Various

June 2022

100%

1,072 sq. ft.

95%

Pike Office Portfolio(4)

Various

June 2022

100%

1,072 sq. ft.

95%

Adare Office

Dublin, Ireland

Aug. 2022

75%

517 sq. ft.

100%

Adare Office

Dublin, Ireland

Aug. 2022

75%

517 sq. ft.

100%

Total Office

5,978 sq. ft.

Total Office

5,978 sq. ft.

Retail:

Bakers Centre

Philadelphia, PA

March 2017

100%

236 sq. ft.

100%

Bakers Centre

Philadelphia, PA

March 2017

100%

238 sq. ft.

100%

Plaza Del Sol Retail

Burbank, CA

Oct. 2017

100%

166 sq. ft.

82%

Plaza Del Sol Retail

Burbank, CA

Oct. 2017

100%

166 sq. ft.

71%

Vista Center

Miami, FL

Aug. 2018

100%

89 sq. ft.

96%

Vista Center

Miami, FL

Aug. 2018

100%

89 sq. ft.

94%

El Paseo Simi Valley

Simi Valley, CA

June 2019

100%

197 sq. ft.

90%

El Paseo Simi Valley

Simi Valley, CA

June 2019

100%

197 sq. ft.

90%

Towne Center East

Signal Hill, CA

Sept. 2019

100%

163 sq. ft.

99%

Towne Center East

Signal Hill, CA

Sept. 2019

100%

163 sq. ft.

99%

Plaza Pacoima

Pacoima, CA

Oct. 2019

100%

204 sq. ft.

100%

Plaza Pacoima

Pacoima, CA

Oct. 2019

100%

204 sq. ft.

100%

Canarsie Plaza

Brooklyn, NY

Dec. 2019

100%

274 sq. ft.

99%

Canarsie Plaza

Brooklyn, NY

Dec. 2019

100%

274 sq. ft.

98%

SoCal Grocery Portfolio

Various

Jan. 2020

100%

689 sq. ft.

95%

SoCal Grocery Portfolio

Various

Jan. 2020

100%

685 sq. ft.

94%

Northeast Tower Center

Philadelphia, PA

Aug. 2021

100%

301 sq. ft.

100%

Northeast Tower Center

Philadelphia, PA

Aug. 2021

100%

301 sq. ft.

100%

Southeast Retail Portfolio(7)

Various

Oct. 2021

50%

1,227 sq. ft.

N/A

Southeast Retail Portfolio(7)

Various

Oct. 2021

50%

1,227 sq. ft.

N/A

Bingo Retail Portfolio

Various

Dec. 2021

100%

2,150 sq. ft.

97%

Bingo Retail Portfolio

Various

Dec. 2021

100%

2,150 sq. ft.

97%

Pike Retail Portfolio(4)(11)

Various

June 2022

Various

5,736 sq. ft.

93%

Pike Retail Portfolio(4)(11)

Various

June 2022

Various

5,662 sq. ft.

94%

Total Retail

11,432 sq. ft.

Total Retail

11,356 sq. ft.

Total Investments in Real Estate

5,206

Total Investments in Real Estate

5,113

(1)Rental Housing includes multifamily and other types of rental housing such as manufactured, student, affordable, and single family rental housing, as well as senior living. Rental Housing units include multifamily units, affordable housing units, manufactured housing sites, student housing units, single family rental homes and senior living units. Single family rental homes are accounted for in rental housing units and are not reflected in the number of properties.

(2)Certain of our joint venture agreements provide the seller or the other partner a profits interest based on achieving certain internal rate of return hurdles. Such investments are consolidated by us and any profits interest due to the other partners is reported within non-controlling interests. The table above also includes properties owned by unconsolidated entities.

(3)For our industrial, net lease, data ~~center,~~centers, office and retail ~~and office~~ investments, occupancy includes all leased square footage as of ~~September 30, 2022.~~March 31, 2023. For our multifamily ~~student housing~~ and ~~affordable~~student housing investments, occupancy is defined as the percentage of actual rent divided by gross potential rent (defined as actual rent for occupied units and market rent for vacant units) for the three months ended ~~September 30, 2022.~~March 31, 2023. For our single family rental housing investments, the occupancy rate includes occupied homes for the three months ended ~~September 30, 2022.~~March 31, 2023. For our self storage, manufactured housing and senior living investments, the occupancy rate includes occupied square footage, occupied sites and occupied units, respectively, as of ~~September 30, 2022.~~March 31, 2023. The average occupancy rate for our hospitality investments includes paid occupied rooms for the 12 months ended ~~September 30, 2022.~~March 31, 2023. Hospitality investments owned less than 12 months are ~~excluded. Occupancy is~~ excluded ~~for unconsolidated investments.~~from the average occupancy rate calculation. Unconsolidated investments are excluded from occupancy rate calculations.

(4)Represents acquisition of Preferred Apartment Communities Inc. (“PAC”).

(5)Includes a 100% interest in ~~17,426~~17,913 consolidated single family rental homes, a ~~44.2%~~44% interest in ~~8,975~~8,907 unconsolidated single family rental homes, and a ~~12.2%~~12% interest in ~~1,764~~1,796 unconsolidated single family rental homes.

(6)Includes various ownership interests in ~~510~~499 consolidated affordable housing units and 8958 unconsolidated affordable housing units.

(7)Investment is unconsolidated.

(8)Includes various ownership interests in 105 consolidated industrial properties and 27 unconsolidated industrial properties.

(9)Consists of an unconsolidated joint venture formed by the Company and certain Blackstone-managed investment vehicles invested in a logistics business.

(10)Consists of an unconsolidated joint venture formed by the Company and certain Blackstone-managed investment vehicles invested in a wireless tower business.

(11)Includes a50 wholly-owned ~~interest in 51 consolidated~~ retail properties and ~~50.0%~~a 50% interest in one unconsolidated retail property.

5450

Lease Expirations

The following schedule details the expiring leases at our consolidated industrial, net lease, data centers, retail, and office properties by annualized base rent and square footage as of ~~September 30, 2022~~March 31, 2023 ($ and square feet data in thousands). The table below excludes our rental housing and self-storage properties as substantially all leases at such properties expire within 12 months:


Year	Year	Number of Expiring Leases	Annualized Base Rent(1)		% of Total Annualized Base Rent Expiring	Square Feet	% of Total Square Feet Expiring	Year	Number of Expiring Leases	Annualized Base Rent(1)		% of Total Annualized Base Rent Expiring	Square Feet	% of Total Square Feet Expiring
2022 (remaining)		175	$	32,359	2%	5,450	3%
2023		530	121,940		7%	20,877	10%
2023 (remaining)								2023 (remaining)	554	$	92,526	5%	14,059	7%
2024	2024	662	176,358		10%	31,389	15%	2024	796	179,594		10%	30,592	15%
2025	2025	540	128,710		8%	21,154	10%	2025	729	154,757		9%	23,227	11%
2026	2026	515	167,809		10%	30,894	15%	2026	695	191,027		11%	33,328	16%
2027	2027	543	189,408		11%	30,779	15%	2027	730	216,844		12%	30,907	15%
2028	2028	229	108,443		6%	18,283	9%	2028	442	159,307		9%	25,089	12%
2029	2029	128	82,577		5%	10,207	5%	2029	171	89,648		5%	10,854	5%
2030	2030	101	86,105		5%	9,671	5%	2030	135	105,225		6%	11,380	5%
2031	2031	65	26,952		2%	3,378	2%	2031	96	45,194		2%	4,511	2%
2032	2032	48	39,256		2%	3,412	2%	2032	80	43,253		2%	3,398	2%

Thereafter	Thereafter	78	528,704		32%	18,227	9%	Thereafter	165	531,144		29%	20,021	10%
Total	Total	3,614	$	1,688,621	100%	203,721	100%	Total	4,593	$	1,808,519	100%	207,366	100%

(1)Annualized base rent is determined from the annualized base rent per leased square foot as of ~~September 30, 2022~~March 31, 2023 and excludes tenant recoveries, straight-line rent, and above-market and below-market lease amortization.

Investments in Real Estate Debt

The following charts further describe the diversification of our investments in real estate debt by credit rating and collateral type, based on fair value as of ~~September 30, 2022:~~March 31, 2023:

(1)Includes our investments in CMBS, RMBS, mortgage loans, and other debt secured by real estate assets, and excludes the impact of consolidating the loans that serve as collateral for certain of our debt securities on our Condensed Consolidated GAAP Balance ~~Sheet.~~Sheets.

(2)Not rated positions have a weighted-average LTV at origination of ~~65.3% and~~64.4%, are primarily composed of ~~47.9%~~49.9% industrial and ~~44.2%~~43.0% rental housing assets, and ~~includes~~include interest-only securities with a fair value of ~~$44.8~~$34.9 million.

The following table details our investments in real estate debt as of ~~September 30, 2022~~March 31, 2023 ($ in thousands):


		September 30, 2022									March 31, 2023
Type of Security/Loan(1)	Type of Security/Loan(1)	Weighted Average Coupon(2)	Weighted Average Maturity Date(3)	Face Amount		Cost Basis		Fair Value		Type of Security/Loan(1)	Weighted Average Coupon(2)	Weighted Average Maturity Date(3)	Face Amount		Cost Basis		Fair Value
CMBS(4)	CMBS(4)	L+3.8%	1/1/2031	$	8,869,329	$	8,540,302	$	7,928,701	CMBS(4)	+3.9%	4/16/2033	$	8,346,082	$	8,271,159	$	7,564,610
RMBS	RMBS	4.2%	8/20/2053	405,746		394,216		321,377		RMBS	+4.4%	3/30/2053	404,802		393,439		302,994
Corporate bonds	Corporate bonds	4.9%	8/12/2030	155,877		160,768		130,547		Corporate bonds	5.0%	4/8/2031	107,946		118,691		104,236
Total real estate securities	Total real estate securities	6.2%	11/11/2031	9,430,952		9,095,286		8,380,625		Total real estate securities	7.8%	1/9/2034	8,858,830		8,783,289		7,971,840
Commercial real estate loans	Commercial real estate loans	L+5.4%	6/11/2026	1,324,784		1,344,725		1,306,438		Commercial real estate loans	+5.6%	7/23/2026	1,407,539		1,418,945		1,407,198
Other investments(5)	Other investments(5)	3.7%	7/25/2029	215,749		188,255		184,474		Other investments(5)	5.7%	9/21/2029	205,305		179,142		174,878
Total investments in real estate debt	Total investments in real estate debt	6.3%	2/7/2031	$	10,971,485	$	10,628,266	$	9,871,537	Total investments in real estate debt	8.1%	11/4/2032	$	10,471,674	$	10,381,376	$	9,553,916

(1)Includes our investments in CMBS, RMBS, mortgage loans, and other debt secured by real estate assets, and exclude the impact of consolidating the loans that serve as collateral for certain of our debt securities on our Condensed Consolidated GAAP Balance ~~Sheet.~~Sheets.

(2)~~The term “L”~~“+” refers to the relevant floating benchmark rates, which include USD LIBOR, ~~EURIBOR,~~Euro Interbank Offered Rate (“EURIBOR”), SOFR and SONIA, as applicable to each security and loan. Fixed rate CMBS and ~~Commercial~~commercial real estate loans are reflected as a spread over the relevant floating benchmark rates as of ~~September 30, 2022~~March 31, 2023 for purposes of the weighted-averages. Weighted ~~Average Coupon~~average coupon for CMBS does not include zero-coupon securities. As of ~~September 30, 2022,~~March 31, 2023, we have interest rate swaps outstanding with a

notional value of $1.4 billion that effectively converts a portion of our fixed rate investments in real estate debt to floating rates. Total weighted average coupon does not include the impact of such interest rate swaps or other derivatives.

(3)Weighted average maturity date is based on the fully extended maturity date of the instrument.

(4)Face amount excludes interest-only securities with a notional amount of ~~$4.5~~$4.7 billion as of ~~September 30, 2022.~~March 31, 2023. In addition, CMBS includes zero-coupon securities of ~~$215.1~~$358.9 million as of ~~September 30, 2022.~~March 31, 2023.

(5)Includes an interest in an unconsolidated joint venture that holds investments in real estate securities.

Results of Operations

The following table sets forth information regarding our consolidated results of operations for the three months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ ($ in thousands, except per share data):


		Three Months Ended September 30,				Change			Three Months Ended March 31,				Change
		2022		2021		$			2023		2022		$
Revenues	Revenues							Revenues
Rental revenue	Rental revenue	$	1,825,984	$	808,098	$	1,017,886	Rental revenue	$	1,988,065	$	1,303,720	$	684,345
Hospitality revenue	Hospitality revenue	193,141		127,507		65,634		Hospitality revenue	201,221		147,245		53,976
Other revenue	Other revenue	109,785		43,704		66,081		Other revenue	98,654		68,100		30,554
Total revenues	Total revenues	2,128,910		979,309		1,149,601		Total revenues	2,287,940		1,519,065		768,875
Expenses	Expenses							Expenses
Rental property operating	Rental property operating	850,599		314,017		536,582		Rental property operating	892,189		566,987		325,202
Hospitality operating	Hospitality operating	137,345		92,280		45,065		Hospitality operating	133,823		103,463		30,360
General and administrative	General and administrative	13,223		7,106		6,117		General and administrative	17,176		13,106		4,070
Management fee	Management fee	219,778		122,866		96,912		Management fee	221,138		189,150		31,988
Performance participation allocation	Performance participation allocation	194,361		449,822		(255,461)		Performance participation allocation	—		411,569		(411,569)
Impairment of investments in real estate								Impairment of investments in real estate	12,499		—		12,499
Depreciation and amortization	Depreciation and amortization	1,127,701		482,045		645,656		Depreciation and amortization	999,385		915,051		84,334
Total expenses	Total expenses	2,543,007		1,468,136		1,074,871		Total expenses	2,276,210		2,199,326		76,884
Other income (expense)	Other income (expense)							Other income (expense)
(Loss) income from unconsolidated entities		(73,009)		78,445		(151,454)
Income from investments in real estate debt		86,493		59,567		26,926
Income from unconsolidated entities								Income from unconsolidated entities	444,658		184,225		260,433
Income (loss) from investments in real estate debt								Income (loss) from investments in real estate debt	153,471		(18,370)		171,841
Change in net assets of consolidated securitization vehicles	Change in net assets of consolidated securitization vehicles	(8,798)		23,485		(32,283)		Change in net assets of consolidated securitization vehicles	29,254		(15,674)		44,928
Income from equity securities and interest rate derivatives		1,158,717		178,212		980,505
Net gain (loss) on dispositions of real estate		317,981		(9,586)		327,567
(Loss) income from interest rate derivatives								(Loss) income from interest rate derivatives	(620,250)		675,790		(1,296,040)
Net gain on dispositions of real estate								Net gain on dispositions of real estate	121,003		205,262		(84,259)

Interest expense	Interest expense	(703,203)		(204,444)		(498,759)		Interest expense	(800,009)		(346,259)		(453,750)
Loss on extinguishment of debt		(3,266)		(3,372)		106
(Loss) gain on extinguishment of debt								(Loss) gain on extinguishment of debt	(5,258)		1,395		(6,653)
Other expense	Other expense	(15,939)		(634)		(15,305)		Other expense	(27,060)		(102,687)		75,627
Total other income (expense)		758,976		121,673		637,303
Total other (expense) income								Total other (expense) income	(704,191)		583,682		(1,287,873)
Net income (loss)	Net income (loss)	$	344,879	$	(367,154)	$	712,033	Net income (loss)	$	(692,461)	$	(96,579)	$	(595,882)
Net loss attributable to non-controlling interests in third party joint ventures	Net loss attributable to non-controlling interests in third party joint ventures	$	43,549	$	5,472	$	38,077	Net loss attributable to non-controlling interests in third party joint ventures	$	74,358	$	44,255	$	30,103
Net (income) loss attributable to non-controlling interests in BREIT OP	Net (income) loss attributable to non-controlling interests in BREIT OP	(16,261)		4,393		(20,654)		Net (income) loss attributable to non-controlling interests in BREIT OP	17,048		656		16,392
Net income (loss) attributable to BREIT stockholders	Net income (loss) attributable to BREIT stockholders	$	372,167	$	(357,289)	$	729,456	Net income (loss) attributable to BREIT stockholders	$	(601,055)	$	(51,668)	$	(549,387)
Net income (loss) per share of common stock — basic and diluted	Net income (loss) per share of common stock — basic and diluted	$	0.08	$	(0.12)	$	0.20	Net income (loss) per share of common stock — basic and diluted	$	(0.13)	$	(0.01)	$	(0.12)

Rental Revenue

During the three months ended ~~September 30, 2022,~~March 31, 2023, rental revenue increased ~~$1.0 billion~~$684.3 million as compared to the three months ended ~~September 30, 2021.~~March 31, 2022. The increase can primarily be attributed to a ~~$55.3~~$84.8 million increase in same property revenues and a ~~$962.7~~$599.7 million increase in non-same property revenues due to the real estate acquisitions we made from ~~July~~January 1, ~~2021~~2022 to ~~September 30, 2022.~~March 31, 2023. See Same Property Results of Operations section for further details of the increase in same property revenues.

Hospitality Revenue

During the three months ended ~~September 30, 2022,~~March 31, 2023, hospitality revenue increased ~~$65.6~~$54.0 million as compared to the three months ended ~~September 30, 2021.~~March 31, 2022. The increase can primarily be attributed to a ~~$29.7~~$38.8 million increase in same property revenues and a ~~$35.9~~$15.2 million increase in non-same property revenues due to the real estate acquisitions we made from ~~July~~January 1, ~~2021~~2022 to ~~September 30, 2022.~~March 31, 2023. See Same Property Results of Operations section for further details of the increase in same property revenues.

~~Other Revenue~~

During the three months ended September 30, 2022, other revenue increased $66.1 million as compared to the three months ended September 30, 2021. The increase can primarily be attributed to a $2.9 million increase in same property revenues and a $63.2 million increase in non-same property revenues due to the real estate acquisitions we made from July 1, 2021 to September 30, 2022. See Same Property Results of Operations section for further details of the increase in same property revenues.

~~Rental Property Operating Expenses~~

During the three months ended September 30, 2022, rental property operating expenses increased $536.6 million as compared to the three months ended September 30, 2021. The increase can primarily be attributed to a $21.8 million increase in same property operating expenses and a ~~$514.8 million~~ increase in non-same property operating expenses due to the real estate acquisitions we made from July 1, 2021 to September 30, 2022. See Same Property Results of Operations section for further details of the increase in same property operating expenses.

~~Hospitality Operating Expenses~~

During the three months ended September 30, 2022, hospitality operating expenses increased $45.1 million as compared to the three months ended September 30, 2021. The increase can primarily be attributed to a $21.5 million increase in same property operating expenses and a $23.6 million increase in non-same property expenses due to the real estate acquisitions we made from July 1, 2021 to September 30, 2022. See Same Property Results of Operations section for further details of the increase in same property hospitality operating expenses.

~~Management Fee~~

During the three months ended September 30, 2022, the management fee increased $96.9 million compared to the three months ended September 30, 2021. The increase was primarily due to the $28.5 billion increase in our NAV from September 30, 2021 to September 30, 2022.

~~Performance Participation Allocation~~

During the three months ended September 30, 2022, the performance participation allocation accrual decreased $255.5 million compared to the three months ended September 30, 2021. The decrease was primarily the result of a lower total return for the three months ended September 30, 2022 compared to the three months ended September 30, 2021.

~~Depreciation and Amortization~~

During the three months ended September 30, 2022, depreciation and amortization increased $645.7 million compared to the three months ended September 30, 2021. The increase was primarily driven by the impact of acquisitions we made from July 1, 2021 through September 30, 2022, partially offset by (i) the impact of disposition activity as well as (ii) the full amortization of certain intangible assets.

~~(Loss) Income from Unconsolidated Entities~~

~~During the three months ended September 30, 2022, loss from unconsolidated entities increased $151.5 million co~~mpared to the three months ended September 30, 2021. The increase was primarily attributable to a decrease in the fair value of unconsolidated entities of $227.0 million. This was partially offset by an increase of $75.5 million in income from unconsolidated entities.

~~Income from Investments in Real Estate Debt~~

~~During the~~ ~~three months ended September 30, 2022, income from our investments in real estate debt~~ ~~increased $26.9 million~~ ~~compared to the~~ ~~three months ended September 30, 2021~~. The increase was primarily due to an increase of $97.0 million in interest income and increase of $53.5 million in unrealized gains on derivatives. This was partially offset by an increase of $103.1 million in unrealized losses and an increase of $37.1 million in realized losses on investments in real estate debt.

~~Change in Net Assets of Consolidated Securitization Vehicles~~

During the three months ended September 30, 2022, the change in net assets of consolidated securitization vehicles decreased $32.3 million compared to the three months ended September 30, 2021. The decrease was primarily attributable to an increase of $40.8 million in unrealized losses on our net investments in these securitization vehicles and an increase of $4.8 million in realized losses on such investments. This was partially offset by an increase of $13.3 million in interest income from additional investments.

~~Income from Equity Securities and Interest Rate Derivatives~~

~~During the three months ended September 30, 2022, income from equity securities and interest rate derivatives increased~~ ~~$1.0 billion~~ compared to the three months ended September 30, 2021. The increase was primarily due to an increase of $1.2 billion of unrealized gains on our interest rate derivatives, partially offset by an increase of $0.2 billion of net realized/unrealized losses from equity securities.

~~Net Gain on Dispositions of Real Estate~~

During the three months ended September 30, 2022, net gain on dispositions of real estate increased $327.6 million compared to the three months ended September 30, 2021. During the three months ended September 30, 2022, we recorded $318.0 million of net gains from the disposition of 23 industrial properties and 143 rental housing properties, which included 119 single family rental homes, compared to $9.6 million of net loss from the disposition of 115 rental housing properties, which included 111 single family rental homes, during the three months ended September 30, 2021.

~~Interest Expense~~

During the three months ended September 30, 2022, interest expense increased $498.8 million compared to the three months ended September 30, 2021. The increase was primarily due to the growth in our real estate portfolio and investments in real estate debt and the related financing of such investments.

~~Other Expense~~

During the three months ended September 30, 2022, other expense increased $15.3 million compared to the three months ended September 30, 2021. The increase was primarily due to an increase of $8.9 million of incentive fees and $6.4 million of other miscellaneous expenses.

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

Nine Months Ended September 30, Change
2022 2021 $
Revenues
Rental revenue $ 4,578,797 $ 2,141,823 $ 2,436,974
Hospitality revenue 538,038 288,310 249,728
Other revenue 254,141 92,814 161,327
Total revenues 5,370,976 2,522,947 2,848,029
Expenses
Rental property operating 2,067,185 799,707 1,267,478
Hospitality operating 376,620 223,053 153,567
General and administrative 38,082 21,855 16,227
Management fee 621,556 288,144 333,412
Performance participation allocation 817,527 892,410 (74,883)
Depreciation and amortization 3,001,101 1,282,053 1,719,048
Total expenses 6,922,071 3,507,222 3,414,849
Other income (expense)
Income from unconsolidated entities 51,502 183,155 (131,653)
(Loss) income from investments in real estate debt (73,257) 344,440 (417,697)
Change in net assets of consolidated securitization vehicles (68,407) 94,546 (162,953)
Income from equity securities and interest rate derivatives 2,049,697 412,571 1,637,126
Net gain on dispositions of real estate 740,395 13,216 727,179
Interest expense (1,483,991) (567,252) (916,739)
Loss on extinguishment of debt (10,665) (9,545) (1,120)
Other expense (23,787) (1,708) (22,079)
Total other income 1,181,487 469,423 712,064
Net loss $ (369,608) $ (514,852) $ 145,244
Net loss attributable to non-controlling interests in third party joint ventures $ 119,151 $ 5,149 $ 114,002
Net loss attributable to non-controlling interests in BREIT OP 1,946 6,129 (4,183)
Net loss attributable to BREIT stockholders $ (248,511) $ (503,574) $ 255,063
Net loss per share of common stock — basic and diluted $ (0.06) $ (0.21) $ 0.15

~~Rental Revenue~~

During the nine months ended September 30, 2022, rental revenue increased $2.4 billion as compared to the nine months ended September 30, 2021. The increase can primarily be attributed to a $0.1 billion increase in same property revenues and a $2.3 billion increase in non-same property revenues due to the real estate acquisitions we made from January 1, 2021 to September 30, 2022. See Same Property Results of Operations section for further details of the increase in same property revenues.

~~Hospitality Revenue~~

During the nine months ended September 30, 2022, hospitality revenue increased $249.7 million as compared to the nine months ended September 30, 2021. The increase can primarily be attributed to a $150.3 million increase in same property revenues and a $99.4 million increase in non-same property revenues due to the real estate acquisitions we made from January 1, 2021 to September 30, 2022. See Same Property Results of Operations section for further details of the increase in same property revenues.

Other Revenue

During the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, other revenue increased ~~$161.3~~$30.6 million as compared to the ~~nine~~three months ended ~~September 30, 2021.~~March 31, 2022. The increase can primarily be attributed to a ~~$11.4~~$4.5 million increase in same property revenues and a ~~$149.9~~$26.1 million increase in non-same property revenues due to the real estate acquisitions we made from January 1, ~~2021~~2022 to ~~September 30, 2022.~~March 31, 2023. See Same Property Results of Operations section for further details of the increase in same property revenues.

Rental Property Operating Expenses

During the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, rental property operating expenses increased ~~$1.3 billion~~$325.2 million as compared to the ~~nine~~three months ended ~~September 30, 2021.~~March 31, 2022. The increase can primarily be attributed to a ~~$35.4~~$32.4 million increase in same property operating expenses and a ~~$1.2 billion~~ $292.8 million increase in non-same property operating expenses due to the real estate acquisitions we made from January 1, ~~2021~~2022 to ~~September 30, 2022.~~March 31, 2023. See Same Property Results of Operations section for further details of the increase in same property operating expenses.

Hospitality Operating Expenses

During the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, hospitality operating expenses increased ~~$153.6~~$30.4 million as compared to the ~~nine~~three months ended ~~September 30, 2021.~~March 31, 2022. The increase can primarily be attributed to a ~~$83.2~~$20.2 million increase in same property operating expenses and a ~~$70.4~~$10.2 million increase in non-same property expenses due to the real estate acquisitions we made from January 1, ~~2021~~2022 to ~~September 30, 2022.~~March 31, 2023. See Same Property Results of Operations section for further details of the increase in same property hospitality operating expenses.

Management Fee

During the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, the management fee increased ~~$333.4~~$32.0 million compared to the ~~nine~~three months ended ~~September 30, 2021.~~March 31, 2022. The increase was primarily due to the ~~$28.5~~$6.4 billion increase in our NAV from ~~September 30, 2021~~March 31, 2022 to ~~September 30, 2022.~~March 31, 2023.

Performance Participation Allocation

During the ~~nine~~three months ended ~~September 30, 2022, the~~March 31, 2023, we did not accrue any performance participation allocation ~~expense decreased $74.9 million compared to the nine months ended September 30, 2021. The decrease was primarily the~~as a result of a lower total return for the ~~nine~~three months ended ~~September 30, 2022 compared to~~March 31, 2023. During the ~~nine~~three months ended ~~September 30, 2021.~~March 31, 2022, we accrued $411.6 million of performance participation allocation.

Impairment of Investments in Real Estate

During the three months ended March 31, 2023, we recognized impairments of $12.5 million on certain held-for-sale properties for which the carrying amount of such properties exceeded their fair value, less estimated closing costs. We did not recognize any impairment during the corresponding period in 2022.

Depreciation and Amortization

During the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, depreciation and amortization increased ~~$1.7 billion~~$84.3 million compared to the ~~nine~~three months ended ~~September 30, 2021.~~March 31, 2022. The increase was primarily driven by the impact of acquisitions we made from January 1, ~~2021~~2022 through ~~September 30, 2022,~~March 31, 2023, partially offset by (i) the impact of disposition activity as well as (ii) the full amortization of certain intangible assets.

Income from Unconsolidated Entities

During the ~~nine~~three months ended ~~September 30, 2022, income~~March 31, 2023, gain from unconsolidated ~~entities decreased $131.7~~entities increased $260.4 million ~~compared~~compared to the ~~nine~~three months ended ~~September 30, 2021.~~March 31, 2022. The ~~decrease~~increase was primarily attributable to a gain of $430.4 million from the sale of MGM Grand & Mandalay Bay. This was partially offset by a decrease in the fair value of ~~$116.1 million and an increase~~unconsolidated entities of ~~$15.5 million in the losses from investments primarily attributable to depreciation and amortization.~~$143.6 million.

Income (Loss) ~~Income~~ from Investments in Real Estate Debt

During the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023, ~~(loss)~~ income from our investments in real estate debt ~~decreased~~ ~~$417.7~~increased $171.8 million compared to the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022. The ~~decrease~~increase was primarily ~~due to~~driven by an increase of ~~$702.8~~$187.7 million in net unrealized ~~losses and an increase of $133.0 million in realized losses~~gains on investments in real estate ~~debt.~~debt and an increase of $99.9 million in interest income due to an increased portfolio size of our investments in real estate debt and an increase in floating rates. This was partially offset by an increase of ~~$196.5~~$109.4 million of net unrealized losses on interest rate swaps and other hedges related to our investments in ~~interest income and an increase of $185.0 million in unrealized gains on derivatives.~~real estate debt.

Change in ~~net assets~~Net Assets of ~~consolidated securitization vehicles~~Consolidated Securitization Vehicles

During the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, the change in net assets of consolidated securitization vehicles ~~decreased $163.0~~increased $44.9 million compared to the ~~nine~~three months ended ~~September 30, 2021.~~March 31, 2022. The ~~decrease~~increase was primarily attributable to an increase of ~~$196.0~~$30.1 million in unrealized ~~losses~~gains and an increase in $14.8 million in interest income due to an increase in floating rates on our net investments in these securitization ~~vehicles and an increase of $11.7 million in realized losses on such investments. This was partially offset by an increase of $44.7 million in interest income from additional investments.~~vehicles.

(Loss) Income from ~~Equity Securities and~~ Interest Rate Derivatives

During the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, (loss) income from ~~equity securities and~~ interest rate derivatives increased ~~$1.6~~$1.3 billion compared to the ~~nine~~three months ended ~~September 30, 2021. The increase was primarily due to an increase~~March 31, 2022. During the three months ended March 31, 2023, the Company had unrealized loss on derivatives of ~~$2.5 billion~~$0.6 billion. For the three months ended March 31, 2022, the Company had unrealized gain of ~~unrealized gains on our interest rate derivatives, partially offset by an increase of $0.9 billion of net realized/unrealized losses from equity securities.~~$0.6 billion.

Net Gain on Dispositions of Real Estate

During the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, net gain on dispositions of real estate ~~increased $727.2~~decreased $84.3 million compared to the ~~nine~~three months ended ~~September 30, 2021.~~March 31, 2022. During the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, we recorded ~~$740.4~~$121.0 million of net gains from the ~~sale~~disposition of ~~450~~42 rental housing properties, ~~which included 404~~185 single family rental homes, ~~and 58~~five hospitality properties, four industrial properties, ~~compared to a $13.2~~and one retail property. During the three months ended March 31, 2022, we recorded $205.3 million of net gain from the ~~disposition~~dispositions of ~~120~~seven rental housing properties, ~~which included 111~~123 single family rental homes, ~~during the~~and nine ~~months ended September 30, 2021.~~industrial properties.

Interest Expense

During the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, interest expense increased ~~$916.7~~$453.8 million compared to the ~~nine~~three months ended ~~September 30, 2021.~~March 31, 2022. The increase was primarily due to the growth in our real estate portfolio and investments in real estate debt and the related financing of such ~~investments.~~investments, as well as an increase in floating rates.

Other Expense

During the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, other expense ~~increased $22.1~~decreased $75.6 million compared to the ~~nine~~three months ended ~~September 30, 2021.~~March 31, 2022. The ~~increase~~decrease was primarily due to ~~an increase~~a decrease of ~~$8.9~~$121.7 million of ~~incentive fees, $3.3~~net unrealized/realized losses on our investments in equity securities. This was partially offset by a decrease of $22.7 million of ~~abandoned deal costs~~dividend income and ~~$9.9~~increases of $10.1 million of forfeited investment deposits and $13.3 million of other miscellaneous expenses.

6255

Same Property Results of Operations

Net Operating Income (“NOI”) is a supplemental ~~non-Generally Accepted Accounting Principles ("GAAP")~~non-GAAP measure of our property operating results that we believe is meaningful because it enables management to evaluate the impact of occupancy, rents, leasing activity, and other controllable property operating results at our real estate. We define NOI as operating revenues less operating expenses, which exclude (i) impairment of investments in real estate, (ii) depreciation and amortization, (iii) straight-line rental income and expense, (iv) amortization of above- and below-market lease intangibles, (v) lease termination fees, (vi) property expenses not core to the operations of such properties, and (vii) other non-property related revenue and expense items such as (a) general and administrative expenses, (b) management fee, (c) performance participation allocation, (d) incentive compensation awards, (e) income (loss) from investments in real estate debt, (f) change in net assets of consolidated securitization vehicles, (g) income from ~~equity securities and~~ interest rate derivatives, (h) net gain (loss) on dispositions of real estate, (i) interest expense, (j) gain (loss) on extinguishment of debt, (k) other income (expense), and (l) similar adjustments for NOI attributable to non-controlling interests and unconsolidated entities.

We evaluate our consolidated results of operations on a same property basis, which allows us to analyze our property operating results excluding acquisitions and dispositions during the periods under comparison. Properties in our portfolio are considered same property if they were owned for the full periods presented, otherwise they are considered non-same property. Recently developed properties are not included in same property results until the properties have achieved stabilization for both full periods presented. We define stabilization for the property as the earlier of (i) achieving 90% occupancy or (ii) 12 months after receiving a certificate of occupancy. Properties ~~held for sale and~~held-for-sale, properties that are being ~~re-developed~~redeveloped, and interests in unconsolidated entities under contract for sale with hard deposit or other factors ensuring the buyer’s performance are excluded from same property results and are considered non-same property. We do not consider our investments in the real estate debt segment or equity securities to be same property.

~~As such, same~~Same property NOI assists in eliminating disparities in net income due to the acquisition, disposition, development, or redevelopment of properties during the periods presented, and therefore we believe it provides a ~~more consistent~~meaningful performance measure for the comparison of the operating performance of ~~the Company’s~~our properties, which we believe is useful to investors. Our same property NOI may not be comparable to that of other REITs and should not be considered to be more relevant or accurate in evaluating our operating performance than ~~the current~~our GAAP ~~methodology used to calculate our~~ net income (loss).

For the three months ended ~~September 30,~~March 31, 2023 and March 31, 2022, ~~and September 30, 2021,~~ our same property portfolio consisted of ~~260~~893 rental housing, ~~861~~1,535 industrial, ~~three~~one net lease, 1116 data ~~centers, 56~~center, 59 hotel, ~~142~~171 self storage, 1332 retail, and ~~three~~six office properties.

In the first quarter of 2022, we updated our definition of NOI to exclude the impact of (i) straight-line rental income and expense, (ii) amortization of above- and below-market lease intangibles, (iii) lease termination fees, and (iv) property expenses not core to the operations of such properties, which are included in GAAP net income (loss). We do not consider these items to be directly attributable to our operations, and therefore have updated our definition of NOI to exclude such items. We also updated our calculation of same property NOI to include NOI from unconsolidated entities, once the unconsolidated entities have met the criteria to be included in same property NOI listed above, and exclude NOI attributable to non-controlling interests. Additionally, we updated our definition of stabilized occupancy for recently developed properties to be the earliest of (i) properties which have achieved 90% occupancy or (ii) 12 months after receiving a certificate of occupancy. We believe that these changes to our calculations of NOI and same property NOI result in metrics that better reflect our results of our operations. We believe this comparison provides a more relevant and informative representation of the changes to our same property results of operations over time.

6356

The following table reconciles GAAP net loss to same property NOI for the three months ended ~~September 30,~~March 31, 2023 and March 31, 2022 ~~and September 30, 2021~~ ($ in thousands):


		Three Months Ended September 30,				Change			Three Months Ended March 31,				Change
		2022		2021		$			2023		2022		$
Net income (loss)	Net income (loss)	$	344,879	$	(367,154)	$	712,033	Net income (loss)	$	(692,461)	$	(96,579)	$	(595,882)
Adjustments to reconcile to same property NOI	Adjustments to reconcile to same property NOI							Adjustments to reconcile to same property NOI
Impairment of investments in real estate								Impairment of investments in real estate	12,499		—		12,499
Depreciation and amortization	Depreciation and amortization	1,127,701		482,045		645,656		Depreciation and amortization	999,385		915,051		84,334
Straight-line rental income and expense	Straight-line rental income and expense	(50,206)		(23,126)		(27,080)		Straight-line rental income and expense	(44,435)		(28,350)		(16,085)
Amortization of above- and below-market lease intangibles	Amortization of above- and below-market lease intangibles	(16,500)		(5,587)		(10,913)		Amortization of above- and below-market lease intangibles	(15,569)		(14,409)		(1,160)
Lease termination fees	Lease termination fees	(4,004)		(526)		(3,478)		Lease termination fees	(1,601)		(1,160)		(441)
Non-core property expenses	Non-core property expenses	144,024		42,934		101,090		Non-core property expenses	160,701		63,834		96,867
General and administrative	General and administrative	13,223		7,106		6,117		General and administrative	17,176		13,106		4,070
Management fee	Management fee	219,778		122,866		96,912		Management fee	221,138		189,150		31,988
Performance participation allocation	Performance participation allocation	194,361		449,822		(255,461)		Performance participation allocation	—		411,569		(411,569)
Incentive compensation awards(1)	Incentive compensation awards(1)	8,911		1,177		7,734		Incentive compensation awards(1)	6,492		9,604		(3,112)
Income from investments in real estate debt		(86,493)		(59,567)		(26,926)
(Income) loss from investments in real estate debt								(Income) loss from investments in real estate debt	(153,471)		18,370		(171,841)
Change in net assets of consolidated securitization vehicles	Change in net assets of consolidated securitization vehicles	8,798		(23,485)		32,283		Change in net assets of consolidated securitization vehicles	(29,254)		15,674		(44,928)
Income from equity securities and interest rate derivatives		(1,158,717)		(178,212)		(980,505)
Net (gain) loss on dispositions of real estate		(317,981)		9,586		(327,567)
Loss (income) from interest rate derivatives								Loss (income) from interest rate derivatives	620,250		(675,790)		1,296,040
Net gain on dispositions of real estate								Net gain on dispositions of real estate	(121,003)		(205,262)		84,259
Interest expense	Interest expense	703,203		204,444		498,759		Interest expense	800,009		346,259		453,750
Loss on extinguishment of debt		3,266		3,372		(106)
Loss (gain) on extinguishment of debt								Loss (gain) on extinguishment of debt	5,258		(1,395)		6,653
Other expense	Other expense	15,939		634		15,305		Other expense	27,060		102,687		(75,627)
Loss (income) from unconsolidated entities		73,009		(78,445)		151,454
Income from unconsolidated entities								Income from unconsolidated entities	(444,658)		(184,225)		(260,433)
NOI attributable to non-controlling interests in third party joint ventures	NOI attributable to non-controlling interests in third party joint ventures	(48,316)		(12,773)		(35,543)		NOI attributable to non-controlling interests in third party joint ventures	(86,325)		(10,770)		(75,555)
NOI from unconsolidated entities	NOI from unconsolidated entities	198,012		72,597		125,415		NOI from unconsolidated entities	193,891		142,284		51,607
NOI attributable to BREIT stockholders	NOI attributable to BREIT stockholders	1,372,887		647,708		725,179		NOI attributable to BREIT stockholders	1,475,082		1,009,648		465,434
Less: Non-same property NOI attributable to BREIT stockholders	Less: Non-same property NOI attributable to BREIT stockholders	783,607		103,773		679,834		Less: Non-same property NOI attributable to BREIT stockholders	509,390		121,428		387,962
Same property NOI attributable to BREIT stockholders	Same property NOI attributable to BREIT stockholders	$	589,280	$	543,935	$	45,345	Same property NOI attributable to BREIT stockholders	$	965,692	$	888,220	$	77,472

(1) Included in rental property operating and hospitality operating expense on our Condensed Consolidated Statements of Operations.

The following table details the components of same property NOI for the three months ended ~~September 30,~~March 31, 2023 and March 31, 2022 ~~and September 30, 2021~~ ($ in thousands):


		Three Months Ended September 30,				Change				Three Months Ended March 31,				Change
		2022		2021		$		%		2023		2022		$		%
Same property NOI	Same property NOI								Same property NOI
Rental revenue	Rental revenue	$	693,109	$	637,826	$	55,283	9%	Rental revenue	$	1,257,279	$	1,172,499	$	84,780	7%
Hospitality revenue	Hospitality revenue	155,520		125,784		29,736		24%	Hospitality revenue	179,078		140,321		38,757		28%
Other revenue	Other revenue	26,758		23,827		2,931		12%	Other revenue	48,702		44,200		4,502		10%
Total revenues	Total revenues	875,387		787,437		87,950		11%	Total revenues	1,485,059		1,357,020		128,039		9%

Rental property operating	Rental property operating	221,177		199,408		21,769		11%	Rental property operating	464,395		431,952		32,443		8%
Hospitality operating	Hospitality operating	104,657		83,119		21,538		26%	Hospitality operating	115,861		95,690		20,171		21%
Total expenses	Total expenses	325,834		282,527		43,307		15%	Total expenses	580,256		527,642		52,614		10%

Same property NOI attributable to non-controlling interests in third party joint ventures	Same property NOI attributable to non-controlling interests in third party joint ventures	(8,876)		(8,319)		(557)		7%	Same property NOI attributable to non-controlling interests in third party joint ventures	(12,012)		(11,005)		(1,007)		9%
Consolidated same property NOI attributable to BREIT stockholders	Consolidated same property NOI attributable to BREIT stockholders	540,677		496,591		44,086		9%	Consolidated same property NOI attributable to BREIT stockholders	892,791		818,373		74,418		9%
Same property NOI from unconsolidated entities	Same property NOI from unconsolidated entities	48,603		47,344		1,259		3%	Same property NOI from unconsolidated entities	72,901		69,847		3,054		4%
Same property NOI attributable to BREIT stockholders	Same property NOI attributable to BREIT stockholders	$	589,280	$	543,935	$	45,345	8%	Same property NOI attributable to BREIT stockholders	$	965,692	$	888,220	$	77,472	9%

6457

Same Property – Rental Revenue

Same property rental revenue increased ~~$55.3~~$84.8 million for the three months ended ~~September 30, 2022~~March 31, 2023 compared to the three months ended ~~September 30, 2021.~~March 31, 2022. The increase was due to a ~~$52.7~~$72.9 million increase in base rental revenue and a ~~$6.2~~$12.9 million increase in tenant reimbursement income. This was partially offset by a ~~$3.6~~$1.0 million increase in our bad debt reserve. Our bad debt reserve represents the amount of rental revenue we anticipate we will not be able to collect from our tenants.

The following table details the changes in base rental revenue period over period ($ in thousands):


						September 30, 2022 vs. September 30, 2021																March 31, 2023 vs. March 31, 2022
		Three Months Ended September 30,				Change in Base Rental Revenue				Change in Occupancy Rate			Change in Average Effective Annual Base Rent Per Leased Square Foot/Unit		Three Months Ended March 31,							Change in Base Rental Revenue		Change in Occupancy Rate		Change in Average Effective Annual Base Rent Per Leased Square Foot/Unit
		2022		2021								2023				2022
Rental Housing	Rental Housing	$	324,970	$	289,707			$	35,263		(1)%				+14%		Rental Housing	$	759,873		$		707,229	$	52,644	(1)%	+8%
Industrial	Industrial	172,105		162,141		9,964				—%			+6%	Industrial	245,562				229,988			15,574		(1)%		+7%
Net Lease	Net Lease	63,725		62,475		1,250				—%			+2%	Net Lease	64,999				63,725			1,274		—%		+2%
Self Storage	Self Storage	39,702		34,240		5,462				(2)%			+18%	Self Storage	44,932				42,373			2,559		(1)%		+7%
Retail	Retail	11,159		10,779		380				(1)%			+4%	Retail	23,908				23,486			422		—%		+2%
Data Centers	Data Centers	6,552		6,412		140				—%			+2%	Data Centers	6,622				6,481			141		—%		+2%
Office	Office	8,823		8,612		211				—%			+2%	Office	10,667				10,392			275		+1%		+2%
Total base rental revenue	Total base rental revenue	$	627,036	$	574,366	$	52,670							Total base rental revenue	$	1,156,563			$	1,083,674		$	72,889

Same Property – Hospitality Revenue

Same property hospitality revenue increased ~~$29.7~~$38.8 million for the three months ended ~~September 30, 2022~~March 31, 2023 compared to the three months ended ~~September 30, 2021.~~March 31, 2022. ADR for the hotels in our same property portfolio increased from ~~$160~~$186 to ~~$176,~~$202, while occupancy increased 5%14% and RevPAR increased from ~~$112~~$118 to ~~$131~~$146 during the three months ended ~~September 30, 2022~~March 31, 2023 compared to three months ended ~~September 30, 2021.~~March 31, 2022.

Same Property – Other Revenue

Same property other revenue increased ~~$2.9~~$4.5 million for the three months ended ~~September 30, 2022~~March 31, 2023 compared to the three months ended ~~September 30, 2021.~~March 31, 2022. The increase was primarily due to ~~increased golf course revenues at our full service hotel in San Antonio, Texas and~~ increased ancillary income at our rental housing and industrial properties during the three months ended ~~September 30, 2022.~~March 31, 2023.

Same Property – Rental Property Operating Expenses

Same property rental property operating expenses increased ~~$21.8~~$32.4 million during the three months ended ~~September 30, 2022,~~March 31, 2023, compared to the three months ended ~~September 30, 2021.~~March 31, 2022. The increase in rental property operating expenses for the three months ended ~~September 30, 2022~~March 31, 2023 was primarily the result of increased real estate taxes and general operating expenses at our rental housing properties.

Same Property – Hospitality Operating Expenses

Same property hospitality operating expenses increased ~~$21.5~~$20.2 million during the three months ended ~~September 30, 2022,~~March 31, 2023, compared to the three months ended ~~September 30, 2021.~~March 31, 2022. The increase in hospitality operating expenses was primarily the result of increased operating expenses resulting from increased occupancy at our hotels during the three months ended ~~September 30, 2022.~~March 31, 2023.

Non-same Property NOI

Due to our substantial fundraising in 2022 and ~~continued~~ deployment of the net proceeds raised into new property acquisitions, non-same property NOI is not comparable period-over-period. ~~We expect the non-same property NOI variance period-over-period to continue as we raise more proceeds from selling shares of our common stock and invest in additional new property acquisitions.~~

For the nine months ended September 30, 2022 and September 30, 2021, our same property portfolio consisted of 222 rental housing, 784 industrial, three net lease, nine data centers, 56 hotel, 102 self storage, 13 retail, and two office properties.

~~The following table reconciles GAAP net loss to same property NOI for the nine months ended September 30, 2022 and 2021 ($ in thousands):~~

Nine Months Ended September 30, Change
2022 2021 $
Net loss $ (369,608) $ (514,852) $ 145,244
Adjustments to reconcile to same property NOI
Depreciation and amortization 3,001,101 1,282,053 1,719,048
Straight-line rental income and expense (117,187) (75,321) (41,866)
Amortization of above- and below-market lease intangibles (45,145) (18,051) (27,094)
Lease termination fees (5,651) (2,909) (2,742)
Non-core property expenses 315,628 113,244 202,384
General and administrative 38,082 21,855 16,227
Management fee 621,556 288,144 333,412
Performance participation allocation 817,527 892,410 (74,883)
Incentive compensation awards(1)
28,233 3,046 25,187
Loss (income) from investments in real estate debt 73,257 (344,440) 417,697
Change in net assets of consolidated securitization vehicles 68,407 (94,546) 162,953
Income from equity securities and interest rate derivatives (2,049,697) (412,571) (1,637,126)
Net gain on dispositions of real estate (740,395) (13,216) (727,179)
Interest expense 1,483,991 567,252 916,739
Loss on extinguishment of debt 10,665 9,545 1,120
Other expense 23,787 1,708 22,079
Income from unconsolidated entities (51,502) (183,155) 131,653
NOI attributable to non-controlling interests in third party joint ventures (75,881) (28,487) (47,394)
NOI from unconsolidated entities 506,204 163,175 343,029
NOI attributable to BREIT stockholders 3,533,372 1,654,884 1,878,488
Less: Non-same property NOI attributable to BREIT stockholders 1,945,945 250,968 1,694,977
Same property NOI attributable to BREIT stockholders $ 1,587,427 $ 1,403,916 $ 183,511

~~(1) Included in rental property operating and hospitality operating expense on our Condensed Consolidated Statements of Operations.~~

~~The following table details the components of same property NOI for the nine months ended September 30, 2022 and 2021 ($ in thousands):~~

Nine Months Ended September 30, Change
2022 2021 $ %
Same property NOI
Rental revenue $ 1,852,485 $ 1,711,797 $ 140,688 8%
Hospitality revenue 434,331 284,047 150,284 53%
Other revenue 72,181 60,824 11,357 19%
Total revenues 2,358,997 2,056,668 302,329 15%
Rental property operating 569,341 533,946 35,395 7%
Hospitality operating 289,858 206,623 83,235 40%
Total expenses 859,199 740,569 118,630 16%
Same property NOI attributable to non-controlling interests in third party joint ventures (25,542) (23,110) (2,432) 11%
Consolidated same property NOI attributable to BREIT stockholders 1,474,256 1,292,989 181,267 14%
Same property NOI from unconsolidated entities 113,171 110,927 2,244 2%
Same property NOI attributable to BREIT stockholders $ 1,587,427 $ 1,403,916 $ 183,511 13%

~~Same Property – Rental Revenue~~

Same property rental revenue increased $140.7 million for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021. The increase was due to a $138.2 million increase in base rental revenue and a $15.5 million increase in tenant reimbursement income as a result of higher operating expenses. This was partially offset by a $13.0 million increase in our bad debt reserve. Our bad debt reserve represents the amount of rental revenue we anticipate we will not be able to collect from our tenants.

~~The following table details the changes in base rental revenue period over period ($ in thousands):~~

2022 vs. 2021
Nine Months Ended September 30, Change in Base
Rental Revenue Change in
Occupancy Rate Change in Average
Effective Annual
Base Rent Per Leased
Square Foot/Unit
2022 2021
Rental Housing $ 844,078 $ 753,610 $ 90,468 (1)% +13%
Industrial 493,398 463,103 30,295 +2% +5%
Net Lease 191,174 187,425 3,749 —% +2%
Self storage 79,171 67,074 12,097 (2)% +20%
Retail 33,120 32,132 988 —% +3%
Data centers 14,300 13,986 314 —% +2%
Office 17,592 17,259 333 —% +2%
Total base rental revenue $ 1,672,833 $ 1,534,589 $ 138,244

~~Same Property – Hospitality Revenue~~

Same property hospitality revenue increased $150.3 million for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021. ADR for the hotels in our same property portfolio increased from $141 to $174 while occupancy increased 14% and RevPAR increased from $87 to $122 during the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021.

~~Same Property – Other Revenue~~

Same property other revenue increased $11.4 million for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021. The increase was primarily due to increased golf course revenues at our full service hotel in San Antonio, Texas and increased ancillary income at our rental housing properties during the nine months ended September 30, 2022.

~~Same Property – Rental Property Operating Expenses~~

Same property rental property operating expenses increased $35.4 million during the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021. The increase in rental property operating expenses for the nine months ended September 30, 2022 was primarily the result of increased real estate taxes and general operating expenses at our rental housing properties.

~~Same Property – Hospitality Operating Expenses~~

Same property hospitality operating expenses increased $83.2 million during the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021. The increase in hospitality operating expenses was primarily the result of increased operating expenses resulting from increased occupancy at our hotels during the nine months ended September 30, 2022.

6758

Funds from Operations, Adjusted Funds from Operations and Funds Available for Distribution

We believe funds from operations (“FFO”) is a meaningful non-GAAP supplemental measure of our operating results. Our condensed consolidated financial statements are presented using historical cost accounting which, among other things, requires depreciation of real estate investments to be calculated on a straight-line basis. As a result, our operating results imply that the value of our real estate investments have decreased over time. However, we believe that the value of our real estate investments will fluctuate over time based on market conditions and, as such, depreciation under historical cost accounting may be less informative as a measure of our performance. FFO is an operating measure defined by the National Association of Real Estate Investment Trusts (“NAREIT”) that is broadly used in the REIT industry. FFO, as defined by NAREIT and presented below, is calculated as net income or loss (computed in accordance with GAAP), excluding (i) depreciation and amortization, (ii) impairment of investments in real estate, (iii) net gains or losses from sales of real estate, (iv) net gains or losses from change in control, and ~~(iv)~~(v) similar adjustments for non-controlling interests and unconsolidated entities.

We also believe that adjusted FFO (“AFFO”) is an additional meaningful non-GAAP supplemental measure of our operating results. AFFO further adjusts FFO to reflect the performance of our portfolio by adjusting for items we believe are not directly attributable to our operations. Our adjustments to FFO to arrive at AFFO include removing the impact of (i) straight-line rental income and expense, (ii) amortization of above- and below-market lease intangibles, (iii) amortization of mortgage premium/discount, (iv) organization costs, (v) unrealized (gains) losses from changes in fair value of financial instruments, ~~(v)~~(vi) net forfeited investment deposits, ~~(vi)~~(vii) amortization of restricted stock awards, ~~(vii)~~(viii) the performance participation allocation to our Special Limited Partner or other incentive compensation awards that are based on our Net Asset Value, which includes unrealized gains and losses not recorded in GAAP net income (loss), and that are paid in shares or BREIT OP units, even if subsequently repurchased by us, ~~(viii)~~(ix) severance costs, ~~(ix)~~(x) gain or loss on involuntary conversion, ~~(x)~~(xi) amortization of deferred financing costs, ~~(xi)~~(xii) losses (gains) on extinguishment of debt, and ~~(xii)~~(xiii) similar adjustments for non-controlling interests and unconsolidated entities.

We also believe that funds available for distribution (“FAD”) is an additional meaningful non-GAAP supplemental measure of our operating results. FAD provides useful information for considering our operating results and certain other items relative to the amount of our distributions. Further, FAD is a metric, among others, that is considered by our board of directors and executive officers when determining the amount of our dividend to stockholders, and we believe is therefore meaningful to stockholders. FAD is calculated as AFFO adjusted for (i) management fees paid in shares or BREIT OP units, even if subsequently repurchased by us, (ii) realized losses (gains) on financial instruments, (iii) recurring tenant improvements, leasing commissions, and other capital expenditures, (iv) stockholder servicing fees paid during the period, and (v) similar adjustments for non-controlling interests and unconsolidated entities. FAD is not indicative of cash available to fund our cash needs and does not represent cash flows from operating activities in accordance with GAAP, as FAD is adjusted for stockholder servicing fees and recurring tenant improvements, leasing commission, and other capital expenditures, which are not considered when determining cash flows from operations. Furthermore, FAD excludes (i) adjustments for working capital items and (ii) amortization of discounts and premiums on investments in real estate debt. Cash flows from operating activities in accordance with GAAP would generally be adjusted for such items.

FFO, AFFO, and FAD should not be considered more relevant or accurate than GAAP net income (loss) in evaluating our operating performance. In addition, FFO, AFFO, and FAD should not be considered as alternatives to net income (loss) as indications of our performance or as alternatives to cash flows from operating activities as indications of our liquidity, but rather should be reviewed in conjunction with these and other GAAP measurements. Further, FFO, AFFO, and FAD are not intended to be used as liquidity measures indicative of cash flow available to fund our cash needs, including our ability to make distributions to our stockholders. In addition, our methodology for calculating AFFO and FAD may differ from the methodologies employed by other companies to calculate the same or similar supplemental performance measures, and accordingly, our reported AFFO and FAD may not be comparable to the AFFO and FAD reported by other companies.

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The following table presents a reconciliation of net loss attributable to BREIT stockholders to FFO, AFFO and FAD attributable to BREIT stockholders ($ in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
		2022		2021		2022		2021				2023		2022
Net loss attributable to BREIT stockholders	Net loss attributable to BREIT stockholders	$	372,167	$	(357,289)	$	(248,511)	$	(503,574)		Net loss attributable to BREIT stockholders	$	(601,055)	$	(51,668)
Adjustments to arrive at FFO:	Adjustments to arrive at FFO:										Adjustments to arrive at FFO:
Depreciation and amortization	Depreciation and amortization	1,224,323		528,631		3,309,963		1,349,590			Depreciation and amortization	1,082,096		1,023,981

Net (gain) loss on dispositions of real estate		(314,930)		13,920		(729,276)		(8,882)
Impairment of investments in real estate											Impairment of investments in real estate	12,499		—
Net gain on dispositions of real estate											Net gain on dispositions of real estate	(555,617)		(201,150)
Net loss on change in control											Net loss on change in control	593		—
Amount attributable to non-controlling interests for above adjustments	Amount attributable to non-controlling interests for above adjustments	(83,944)		(19,575)		(211,532)		(39,545)			Amount attributable to non-controlling interests for above adjustments	(110,126)		(63,185)
FFO attributable to BREIT stockholders	FFO attributable to BREIT stockholders	1,197,616		165,687		2,120,644		797,589			FFO attributable to BREIT stockholders	(171,610)		707,978
Adjustments to arrive at AFFO:	Adjustments to arrive at AFFO:										Adjustments to arrive at AFFO:
Straight-line rental income and expense	Straight-line rental income and expense	(75,613)		(39,537)		(176,408)		(120,919)			Straight-line rental income and expense	(52,274)		(46,684)
Amortization of above and below-market lease intangibles	Amortization of above and below-market lease intangibles	(13,360)		(4,624)		(39,430)		(15,081)			Amortization of above and below-market lease intangibles	(11,760)		(14,940)
Amortization of mortgage premium/discount	Amortization of mortgage premium/discount	5,698		(489)		2,404		(1,453)			Amortization of mortgage premium/discount	8,119		(1,423)
Unrealized gains from changes in fair value of financial instruments(1)		(1,043,418)		(248,930)		(1,166,040)		(786,453)

Organization costs											Organization costs	731		—
Changes in fair value of financial instruments(1)											Changes in fair value of financial instruments(1)	602,579		(380,495)
Net forfeited investment deposits											Net forfeited investment deposits	10,140		—
Amortization of restricted stock awards	Amortization of restricted stock awards	1,315		153		1,677		399			Amortization of restricted stock awards	6,434		181
Performance participation allocation	Performance participation allocation	194,361		449,822		817,527		892,410			Performance participation allocation	—		411,569
Severance costs	Severance costs	22,172		—		22,172		—			Severance costs	4,131		—
Incentive compensation awards	Incentive compensation awards	8,911		1,177		28,233		3,046			Incentive compensation awards	9,231		9,604

Amortization of deferred financing costs	Amortization of deferred financing costs	52,354		16,576		119,139		43,274			Amortization of deferred financing costs	63,022		30,522
Loss on extinguishment of debt		3,266		3,372		10,665		9,545
Loss (gain) on extinguishment of debt											Loss (gain) on extinguishment of debt	5,258		(1,395)
Amount attributable to non-controlling interests for above adjustments	Amount attributable to non-controlling interests for above adjustments	33,080		(1,902)		19,372		2,446			Amount attributable to non-controlling interests for above adjustments	(15,328)		(3,668)
AFFO attributable to BREIT stockholders	AFFO attributable to BREIT stockholders	386,382		341,305		1,759,955		824,803			AFFO attributable to BREIT stockholders	458,673		711,249
Adjustments to arrive at FAD:	Adjustments to arrive at FAD:										Adjustments to arrive at FAD:
Management fee	Management fee	219,778		122,866		621,556		288,144			Management fee	221,138		189,150
Recurring tenant improvements, leasing commissions, and other capital expenditures(1)		(138,776)		(66,322)		(330,102)		(151,363)
Recurring tenant improvements, leasing commissions, and other capital expenditures(2)											Recurring tenant improvements, leasing commissions, and other capital expenditures(2)	(123,863)		(75,362)
Stockholder servicing fees	Stockholder servicing fees	(56,963)		(32,381)		(157,588)		(78,735)			Stockholder servicing fees	(53,903)		(46,955)
Realized losses (gains) on financial instruments(2)		56,308		(11,295)		(400,352)		2,408
Realized losses (gains) on financial instruments(1)											Realized losses (gains) on financial instruments(1)	22,133		(240,225)
Amount attributable to non-controlling interests for above adjustments	Amount attributable to non-controlling interests for above adjustments	(5,771)		(689)		(1,389)		(2,093)			Amount attributable to non-controlling interests for above adjustments	(4,990)		2,142
FAD attributable to BREIT stockholders	FAD attributable to BREIT stockholders	$	460,958	$	353,484	$	1,492,080	$	883,164		FAD attributable to BREIT stockholders	$	519,188	$	539,999

(1)Recurring tenant improvements and leasing commissions are generally related to second-generation leases and other capital expenditures required to maintain our investments. Other capital expenditures exclude underwritten tenant improvements, leasing commissions and capital expenditures in conjunction with acquisitions and projects that we believe will enhance the value of our investments.

~~(2)~~Unrealized (gains) losses from changes in fair value of financial instruments primarily relates to mark-to-market changes on our investments in real estate debt, change in net assets of consolidated securitization vehicles, investments in equity securities, and derivatives. Realized (gains) losses on financial instruments primarily results from the sale of our investments in real estate debt, ~~investments in~~ equity securities, and derivatives.

(2)Recurring tenant improvements and leasing commissions are generally related to second-generation leases and other capital expenditures required to maintain our investments. Other capital expenditures exclude projects that we believe will enhance the value of our investments.

Net Asset Value

We calculate NAV per share in accordance with the valuation guidelines that have been approved by our board of ~~directors. Our~~directors.Our total NAV presented in the following tables includes the NAV of our Class S, Class I, Class T, Class D and Class DC common stock, as well as the partnership interests of BREIT OP held by parties other than the Company. The following table provides a breakdown of the major components of our NAV as of ~~September 30, 2022~~March 31, 2023 ($ and shares/units in thousands):


Components of NAV	~~September 30, 2022~~March 31, 2023
Investments in real estate	$	~~118,405,219~~117,286,490
Investments in real estate debt~~(1)~~	~~9,871,537~~9,553,916
Investments in unconsolidated entities	~~10,874,824~~10,335,384
Cash and cash equivalents	~~1,677,919~~2,368,204
Restricted cash	~~1,524,831~~820,302
Other assets	~~6,094,441~~4,892,943
Mortgage notes, term loans, and revolving credit facilities, net	~~(63,130,054)~~(62,056,213)
Secured financings of investments in real estate debt	~~(5,050,044)~~(4,876,746)
Subscriptions received in advance	~~(577,014)~~(137,687)
Other liabilities	~~(3,717,193)~~(3,079,500)
Accrued performance participation allocation	~~(457,023)~~—
Management fee payable	~~(74,145)~~(72,922)
Accrued stockholder servicing fees~~(2)~~(1)	~~(18,855)~~(17,958)
Non-controlling interests in joint ventures	~~(5,036,197)~~(5,274,685)
Net Asset Value	$	~~70,388,246~~69,741,528
Number of outstanding shares/units	~~4,669,323~~4,786,978

~~(2)~~Stockholder servicing fees only apply to Class S, Class T, and Class D shares. ~~See Reconciliation~~For purposes of ~~Stockholders’ Equity and BREIT OP Partners’ Capital to~~ NAV, ~~below for an explanation~~we recognize the stockholder servicing fee as a reduction of NAV on a monthly basis as such fee is paid. Under GAAP, we accrue the full cost of the ~~difference between~~stockholder servicing fee as an offering cost at the ~~$18.9 million accrued for purposes~~time we sell Class S, Class T and Class D shares. As of ~~our NAV and~~March 31, 2023, the ~~$1.6 billion~~Company has accrued under ~~U.S. GAAP.~~GAAP $1.2 billion of stockholder servicing fees payable to the Dealer Manager related to the Class S, Class T and Class D shares sold. The Dealer Manager does not retain any of these fees, all of which are retained by, or re-allowed (paid), to participating broker-dealers.

The following table provides a breakdown of our total NAV and NAV per share/unit by class as of ~~September 30, 2022~~March 31, 2023 ($ and shares/units in thousands, except per share/unit data):


NAV Per Share	NAV Per Share	Class S Shares		Class I Shares		Class T Shares		Class D Shares		Third-party Operating Partnership Units (1)		Total		NAV Per Share	Class S Shares		Class I Shares		Class T Shares		Class D Shares		Class C Shares		Third-party Operating Partnership Units (1)		Total
Monthly NAV		$	23,992,712	$	36,955,255	$	1,089,700	$	6,144,874	$	2,205,705	$	70,388,246
Net asset value														Net asset value	$	23,067,885	$	41,240,915	$	1,012,786	$	2,379,761	$	15,982	$	2,024,199	$	69,741,528
Number of outstanding shares/units	Number of outstanding shares/units	1,588,546		2,446,025		73,224		415,535		145,993		4,669,323		Number of outstanding shares/units	1,582,436		2,827,354		70,538		166,792		1,085		138,773		4,786,978
NAV Per Share/Unit as of September 30, 2022		$	15.1036	$	15.1083	$	14.8817	$	14.7879	$	15.1083
NAV Per Share/Unit as of March 31, 2023														NAV Per Share/Unit as of March 31, 2023	$	14.5775	$	14.5864	$	14.3580	$	14.2679	$	14.7328	$	14.5864

(1)Includes the partnership interests of BREIT OP held by ~~the~~BREIT Special Limited Partner, Class B ~~unitholders,~~unit holders, and other BREIT OP interests held by parties other than ~~us.~~the Company.

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The following table details the weighted average discount rate and exit capitalization rate by property type, which are the key assumptions used in the discounted cash flow valuations as of ~~September 30, 2022:~~March 31, 2023:


Property Type	Property Type	Discount Rate	Exit Capitalization Rate	Property Type	Discount Rate	Exit Capitalization Rate
Rental Housing	Rental Housing	6.8%	5.4%	Rental Housing	7.0%	5.6%
Industrial	Industrial	6.7%	5.5%	Industrial	7.0%	5.7%
Net Lease	Net Lease	6.9%	5.8%	Net Lease	7.1%	5.7%
Hospitality	Hospitality	9.4%	9.0%	Hospitality	9.7%	9.1%
Data Centers	Data Centers	7.2%	6.1%	Data Centers	7.4%	6.2%
Self Storage	Self Storage	7.1%	5.6%	Self Storage	7.1%	5.7%
Office	Office	6.5%	5.2%	Office	6.8%	5.4%
Retail	Retail	7.0%	5.9%	Retail	7.2%	6.1%

These assumptions are determined by the Adviser, and reviewed by our independent valuation advisor. In addition, the valuations for our two largest sectors (rental housing and industrial) assume high single-digit net operating income growth in 2023 given our below market rents and short duration leases. A change in these assumptions would impact the calculation of the value of our property investments. For example, assuming all ~~other factors remain unchanged,~~else equal, the changes listed below would result in the following effects on our investment values:

Input

Hypothetical
Change

Rental Housing Investment
Values

Industrial
Investment
Values

Net Lease
Investment
Values

Hospitality
Investment
Values

Data Center Investment Values

Self Storage
Investment
Values

Office
Investment
Values

Retail
Investment
Values

Input

Hypothetical
Change

Rental Housing Investment
Values

Industrial
Investment
Values

Net Lease
Investment
Values

Hospitality
Investment
Values

Data Center Investment Values

Self Storage
Investment
Values

Office
Investment
Values

Retail
Investment
Values

Discount Rate

0.25% decrease

+1.9%

+2.0%

+1.8%

+1.7%

+1.3%

+1.9%

Discount Rate

0.25% decrease

+1.9%

+2.0%

+1.8%

+1.7%

+1.3%

+1.9%

(weighted average)

0.25% increase

(1.9)%

(1.8)%

(1.6)%

(1.2)%

(1.8)%

(1.9)%

(1.8)%

(weighted average)

0.25% increase

(1.9)%

(1.8)%

(1.6)%

(1.0)%

(1.8)%

(1.9)%

(1.8)%

Exit Capitalization Rate

0.25% decrease

+3.1%

+3.5%

+2.5%

+1.4%

+1.6%

+2.8%

+3.7%

+2.8%

Exit Capitalization Rate

0.25% decrease

+3.0%

+3.4%

+2.7%

+1.4%

+1.5%

+2.8%

+3.5%

+2.7%

(weighted average)

0.25% increase

(2.8)%

(3.2)%

(2.3)%

(1.3)%

(1.6)%

(2.6)%

(3.3)%

(2.6)%

(weighted average)

0.25% increase

(2.7)%

(3.1)%

(2.4)%

(1.3)%

(1.4)%

(2.5)%

(3.2)%

(2.5)%

The following table reconciles stockholders’ equity and BREIT OP partners’ capital per our Condensed Consolidated Balance Sheets to our NAV ($ in thousands):


	~~September 30, 2022~~March 31, 2023
Stockholders’ equity	$	~~46,320,793~~45,732,704
Non-controlling interests attributable to BREIT OP	~~1,496,151~~1,664,876
Redeemable non-controlling interest	~~364,177~~350
Total BREIT stockholders’ equity and BREIT OP partners’ capital ~~of BREIT OP~~ under GAAP	~~48,181,121~~47,397,930
Adjustments:
Accrued stockholder servicing ~~fee~~fees	~~1,609,061~~1,172,126
~~Organization and offering costs~~	~~511~~
Accrued affiliate incentive compensation awards	~~(160,898)~~(3,581)
Accumulated depreciation and amortization under GAAP	~~7,533,712~~9,348,881
Unrealized net real estate and real estate debt appreciation	~~13,224,739~~11,826,172
NAV	$	~~70,388,246~~69,741,528

The following details the adjustments to reconcile GAAP stockholders’ equity and total partners’ capital of BREIT OP to our NAV:

–Accrued stockholder servicing ~~fee represents~~fees represent the accrual for the cost of the stockholder servicing ~~fee~~fees for Class S, Class T, and Class D shares. Under GAAP, we accrued the full cost of the stockholder servicing ~~fee~~fees payable over the life of each share (assuming such share remains outstanding the length of time required to pay the maximum stockholder servicing fee) as an offering cost at the time we sold the Class S, Class T, and Class D shares. Refer to Note 2 to ~~the~~our condensed consolidated financial statements ~~in our Annual Report on Form 10-K for the year ended December 31, 2021~~ for further details of the GAAP treatment regarding the stockholder servicing ~~fee.~~fees. For purposes of calculating NAV, we recognize the stockholder servicing ~~fee~~fees as a reduction of NAV on a monthly basis when such ~~fee is~~fees are paid.

–The Adviser agreed to advance certain organization and offering costs on our behalf through December 31, 2017. Such costs are reimbursed to the Adviser on a pro-rata basis over a 60 month period beginning January 1, 2018. Under GAAP, organization costs are expensed as incurred and offering costs are charged to equity as such amounts are incurred. For purposes of calculating NAV, such costs are recognized as a reduction to NAV as they are reimbursed ratably over the 60 month reimbursement period.

–Under GAAP, the affiliate incentive compensation awards are valued as of grant date and compensation expense is recognized over the service period on a straight-line basis with an offset to equity, resulting in no impact to Stockholders’ Equity. For purposes of calculating NAV, we value the awards based on performance in the applicable period and deduct such value from NAV.

–We depreciate our investments in real estate and amortize certain other assets and liabilities in accordance with GAAP. Such depreciation and amortization is not recorded for purposes of calculating our NAV.

–Our investments in real estate are presented at their depreciated cost basis in our GAAP condensed consolidated financial statements. Additionally, our mortgage notes, secured and unsecured term loans, secured and unsecured revolving credit facilities, and repurchase agreements ~~(“Debt”~~(collectively, “Debt”) are presented at their amortized cost basis in our condensed consolidated GAAP financial statements. As such, any increases or decreases in the fair market value of our investments in real estate or our Debt are not included in our GAAP results. For purposes of calculating our NAV, our investments in real estate and our Debt are recorded at fair value.

Distributions

Beginning in March 2017, we have declared monthly distributions for each class of our common stock, which are generally paid 20 days after month-end. We have paid distributions consecutively each month since that time. Each class of our common stock received the same aggregate gross distribution of ~~$0.5010~~$0.1663 per share for the ~~nine~~three months ended ~~September 30, 2022.~~March 31, 2023. The net distribution varies for each class based on the applicable stockholder servicing fee, which is deducted from the monthly distribution per share and paid directly to the applicable distributor. The table below details the net distribution for each of our share classes for the ~~nine~~three months ended ~~September 30, 2022:~~March 31, 2023:

Record Date Class S
Shares Class I
Shares Class T
Shares Class D
Shares
January 31, 2022 $ 0.0451 $ 0.0556 $ 0.0452 $ 0.0526
February 28, 2022 0.0451 0.0547 0.0453 0.0519
March 31, 2022 0.0451 0.0559 0.0453 0.0528
April 30, 2022 0.0451 0.0556 0.0452 0.0526
May 31, 2022 0.0451 0.0559 0.0453 0.0528
June 30, 2022 0.0451 0.0556 0.0453 0.0526
July 31, 2022 0.0451 0.0559 0.0452 0.0528
August 31, 2022 0.0451 0.0561 0.0453 0.0529
September 30, 2022 0.0451 0.0557 0.0452 0.0526
Total $ 0.4059 $ 0.5010 $ 0.4073 $ 0.4736


Record Date	Class S Shares		Class I Shares		Class T Shares		Class D Shares		Class C Shares
January 31, 2023	$	0.0451	$	0.0558	$	0.0453	$	0.0527	$	—
February 28, 2023	0.0451		0.0548		0.0452		0.0520		—
March 31, 2023	0.0451		0.0557		0.0453		0.0527		—






Total	$	0.1353	$	0.1663	$	0.1358	$	0.1574	$	—

The following tables summarize our distributions declared during the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ ($ in thousands):


		Nine Months Ended September 30, 2022				Nine Months Ended September 30, 2021					Three Months Ended March 31, 2023				Three Months Ended March 31, 2022
		Amount		Percentage		Amount		Percentage			Amount		Percentage		Amount		Percentage
Distributions	Distributions									Distributions
Payable in cash	Payable in cash	$	950,847	48	%	$	508,359	47	%	Payable in cash	$	382,636	53	%	$	296,137	48	%
Reinvested in shares	Reinvested in shares	1,040,867		52	%	567,936		53	%	Reinvested in shares	336,809		47	%	321,340		52	%
Total distributions	Total distributions	$	1,991,714	100	%	$	1,076,295	100	%	Total distributions	$	719,445	100	%	$	617,477	100	%
Sources of Distributions	Sources of Distributions									Sources of Distributions
Cash flows from operating activities(1)	Cash flows from operating activities(1)	$	1,991,714	100	%	$	1,076,295	100	%	Cash flows from operating activities(1)	$	719,445	100	%	$	617,477	100	%
Net gains from investment realizations	Net gains from investment realizations	—		—		—		—		Net gains from investment realizations	—		—		—		—
Indebtedness	Indebtedness	—		—		—		—		Indebtedness	—		—		—		—
Total sources of distributions	Total sources of distributions	$	1,991,714	100	%	$	1,076,295	100	%	Total sources of distributions	$	719,445	100	%	$	617,477	100	%

Cash flows from operating activities	Cash flows from operating activities	$	2,197,980			$	1,190,413			Cash flows from operating activities	$	565,847			$	622,823
Funds from Operations(2)	Funds from Operations(2)	$	2,120,644			$	797,589			Funds from Operations(2)	$	(171,610)			$	707,978
Adjusted Funds from Operations(2)	Adjusted Funds from Operations(2)	$	1,759,955			$	824,803			Adjusted Funds from Operations(2)	$	458,673			$	711,249
Funds Available for Distribution(2)	Funds Available for Distribution(2)	$	1,492,080			$	883,164			Funds Available for Distribution(2)	$	519,188			$	539,999

(1)AsDuring the three months ended March 31, 2023, we received cash flows from operating activities in the amount of ~~September 30, 2022, our~~$565.8 million. Our inception to date cash flows from operating activities funded 100% of our distributions.

(2)See “Funds from Operations and Adjusted Funds from Operations and Funds Available for Distribution” above for descriptions of Funds from Operations (FFO), Adjusted Funds from Operations (AFFO), and Funds Available for Distribution (FAD), for reconciliations of them to GAAP net loss attributable to BREIT stockholders, and for considerations on how to review these metrics.

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Liquidity and Capital Resources

Liquidity

We believe we have sufficient liquidity to operate our business, with ~~$9.3~~$10.4 billion of liquidity as of ~~November~~May 11, ~~2022.~~2023. When we refer to ~~the~~our liquidity, ~~of the Company~~ this includes amounts available under our undrawn revolving credit facilities ~~(including the Line~~ of ~~Credit) of $7.9~~$9.4 billion as well as unrestricted cash and cash equivalents of ~~$1.4~~$1.0 billion. We also generate incremental liquidity through our operating cash flows, which were ~~$2.2~~$0.6 billion for the ~~nine~~three months ended ~~September 30, 2022.~~March 31, 2023. In addition, we remain moderately leveraged ~~(46%~~(45% as of ~~September 30, 2022)~~March 31, 2023) and can generate additional liquidity ~~by incurring~~through additional indebtedness secured by our real estate and real estate debt investments, unsecured financings, and other forms of indebtedness. We may also generate incremental liquidity through the sale of our real estate debt investments, which were ~~$9.9~~carried at their estimated fair value of $9.6 billion as of ~~September 30, 2022.~~March 31, 2023. Our leverage ratio is measured by dividing (i) consolidated property-level and entity-level debt net of cash and debt-related restricted cash, by (ii) the asset value of real estate investments (measured using the greater of fair market value and cost) plus the equity in our settled real estate debt investments. Indebtedness incurred (i) in connection with funding a deposit in advance of the closing of an investment or (ii) as other working capital advances will not be included as part of the calculation above. Our leverage ratio would be higher if the indebtedness on our real estate debt investments and pro rata share of debt within our unconsolidated investments were taken into account. ~~Before borrowing under the Line of Credit we generally access other indebtedness, which may be at a higher cost than under the Line of Credit.~~

In addition to our current liquidity, we obtain incremental liquidity through the sale of shares of our common stock in our continuous public offering and private offerings, from which we have received net proceeds of ~~$65.9~~$72.4 billion as of ~~the date of this filing.~~May 11, 2023.

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Capital Resources

As of ~~September 30, 2022,~~March 31, 2023, our indebtedness included loans secured by our properties, master repurchase agreements and other financing agreements secured by our investments in real estate debt, and unsecured revolving credit facilities and term loans.

The following table is a summary of our indebtedness as of ~~September 30, 2022~~March 31, 2023 ($ in thousands):


		September 30, 2022				Principal Balance as of					March 31, 2023				Principal Balance as of
Indebtedness	Indebtedness	Weighted Average Interest Rate(1)	Weighted Average Maturity Date(2)	Maximum Facility Size		September 30, 2022		December 31, 2021		Indebtedness	Weighted Average Interest Rate(1)	Weighted Average Maturity Date(2)	Maximum Facility Size		March 31, 2023		December 31, 2022
Fixed rate loans secured by our properties:	Fixed rate loans secured by our properties:									Fixed rate loans secured by our properties:
Fixed rate mortgages(3)	Fixed rate mortgages(3)	3.6%	12/12/2028	N/A		$	24,661,911	$	19,086,525	Fixed rate mortgages(3)	3.7%	1/22/2029	N/A		$	25,022,235	$	25,152,361

Variable rate loans secured by our properties:	Variable rate loans secured by our properties:									Variable rate loans secured by our properties:
Variable rate mortgages and term loans	Variable rate mortgages and term loans	L+2.4%	12/28/2026	N/A		34,496,854		20,075,465		Variable rate mortgages and term loans	+2.4%	2/18/2027	N/A		34,074,275		34,141,570
Variable rate secured revolving credit facilities(4)	Variable rate secured revolving credit facilities(4)	L+1.6%	4/19/2026	$	4,450,000	1,250,020		1,614,550		Variable rate secured revolving credit facilities(4)	—%	—	$	4,195,100	—		2,608,778

Variable rate warehouse facilities(5)	Variable rate warehouse facilities(5)	L+1.9%	10/7/2025	$	4,157,147	3,787,846		794,141		Variable rate warehouse facilities(5)	+1.9%	9/26/2025	$	4,420,893	3,663,431		3,728,340

Total variable rate loans	Total variable rate loans	L+2.3%	11/7/2026			39,534,720		22,484,156		Total variable rate loans	+2.3%	12/30/2026			37,737,706		40,478,688
Total loans secured by our properties	Total loans secured by our properties	4.7%	8/28/2027			$	64,196,631	$	41,570,681	Total loans secured by our properties	5.8%	10/26/2027			62,759,941		65,631,049

Secured financings of investments in real estate debt:	Secured financings of investments in real estate debt:									Secured financings of investments in real estate debt:
Secured financings of investments in real estate debt~~(6)~~	Secured financings of investments in real estate debt~~(6)~~	L+1.2%	9/18/2023	N/A		5,050,044		4,706,632		Secured financings of investments in real estate debt~~(6)~~	+1.3%	3/6/2024	N/A		4,876,746		4,966,685

Unsecured loans:	Unsecured loans:									Unsecured loans:
Unsecured term loan		L+2.5%	7/22/2025	N/A		826,923		—
Unsecured variable rate revolving credit facility		L+2.5%	2/21/2025	$	4,573,077	—		—
Unsecured term loans										Unsecured term loans	+2.5%	1/30/2026	N/A		1,126,923		1,126,923
Unsecured variable rate revolving credit facilities										Unsecured variable rate revolving credit facilities	+2.5%	11/29/2025	$	5,623,077	—		—
Affiliate revolving credit facility	Affiliate revolving credit facility	L+2.5%	1/22/2023	75,000		—		—		Affiliate revolving credit facility	+2.5%	1/24/2024	75,000		—		—
Total unsecured loans	Total unsecured loans			$	4,648,077	826,923		—		Total unsecured loans			$	5,698,077	1,126,923		1,126,923

Total indebtedness	Total indebtedness					$	70,073,598	$	46,277,313	Total indebtedness					$	68,763,610	$	71,724,657

(1)~~The term “L”~~“+” refers to the relevant floating benchmark rates, which include one-month LIBOR, three-month LIBOR, 30-day SOFR, ~~and~~ one-month CDOR, EURIBOR, and SONIA as applicable to each ~~loan.~~loan or secured financing. As of ~~September 30, 2022,~~March 31, 2023, we ~~have~~had outstanding interest rate swaps with an aggregate notional balance of ~~$30.9~~$32.2 billion and interest rate caps with an aggregate notional balance of ~~$14.4~~$15.3 billion that mitigate our exposure to potential future interest rate increased under our floating-rate debt.

(2)Weighted average maturity assumes maximum maturity date, ~~(including~~including any ~~extensions),~~extensions, where the Company, at its sole discretion, has one or more extension options.

(3)Includes ~~$368.4~~$357.3 million and ~~$396.3~~$364.5 million of loans related to ~~our investment~~investments in affordable housing properties as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively. Such loans are generally ~~with~~from municipalities, housing authorities, and other third parties administered through government sponsored affordable housing programs. Certain of these loans may be forgiven if specific affordable housing conditions are maintained.

(4)Additional borrowings under the Company's variable rate secured revolving credit facilities are immediately available.

(5)Additional borrowings under the Company's variable rate warehouse facilities require additional collateral, which are subject to lender approval.

~~(6)Weighted average interest rate of L+1.2% reflects the spread over the relevant floating benchmark rates, which include USD LIBOR, EURIBOR, and SONIA, as applicable to each secured financing.~~

The table above excludes consolidated senior CMBS positions owned by third-parties, which are reflected in our condensed consolidated GAAP balance sheets, as these liabilities are non-recourse to us and can only be satisfied by repayment of the collateral loans underlying such securitizations.

The following table is a summary of the impact of derivatives on our weighted average interest rate as of March 31, 2023:


						March 31, 2023










Weighted average interest rate of loans secured by our properties						5.8%
Impact of interest rate swaps, caps and other derivatives						(1.5)%
Net weighted average interest rate of loans secured by our properties						4.3%

We registered with the Securities and Exchange Commission (the “SEC”), an offering of up to $60.0 billion in shares of common stock, consisting of up to $48.0 billion in shares in its primary offering and up to $12.0 billion in shares pursuant to its distribution reinvestment plan, which we began using to offer shares of our common stock in March 2022 (the “Current Offering”).

As of ~~November 14, 2022,~~May 12, 2023, we have received net proceeds of ~~$9.4~~$11.7 billion from selling an aggregate of ~~631.4~~790.3 million shares of our common stock in the Current Offering, including shares converted from operating partnership units by the Special Limited Partner (consisting of ~~242.3~~291.4 million Class S shares, ~~272.2~~366.0 million Class I shares, ~~14.5~~16.3 million Class T shares, and ~~102.4~~116.6 million Class D shares).

Capital Uses

~~Our primary~~During periods when we are selling more shares than we are repurchasing, we primarily use our capital ~~needs are~~ to acquire our investments, which we ~~expect~~also fund with other capital resources. During periods when we are repurchasing more shares than we are selling, we primarily use our capital to fund ~~with~~repurchases. In the first quarter of 2023, we received repurchase requests that exceeded the 2% monthly limit and 5% quarterly limit under our ~~liquidity~~share repurchase plan. Therefore, as a result of the aforementioned monthly and ~~other capital resources.~~quarterly limits, our board of directors exercised its discretion to repurchase less than the full amount of shares requested in January 2023, February 2023 and March 2023. We continue to believe that our current liquidity position is sufficient to meet the needs of our ~~expected investment activity.~~business.

In addition, we may have other funding obligations, which we expect to satisfy with the cash flows generated from our investments and our capital resources described above. Such obligations may include distributions to our stockholders, ~~repurchase requests of shares of our common stock pursuant to our share repurchase plan,~~ operating expenses, capital expenditures, repayment of indebtedness, and debt service on our outstanding indebtedness. Our operating expenses include, among other things, the management fee we pay to the Adviser and the performance participation allocation that BREIT OP pays to the Special Limited Partner, both of which will impact our liquidity to the extent the Adviser or the Special Limited Partner elects to receive such payments in cash, or subsequently redeem shares or OP units previously issued to them. To date, the Adviser and the Special Limited Partner have both always elected to be paid in a combination of Class I and Class B units, resulting in a non-cash expense.

Cash Flows

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


		Nine Months Ended September 30,				Three Months Ended March 31,
		2022		2021				2023		2022
Cash flows provided by operating activities	Cash flows provided by operating activities	$	2,197,980	$	1,190,413		Cash flows provided by operating activities	$	565,847	$	622,823
Cash flows used in investing activities		(31,185,167)		(17,755,962)
Cash flows provided by financing activities		28,780,699		19,151,179
Cash flows provided by (used in) investing activities							Cash flows provided by (used in) investing activities	1,778,970		(2,979,802)
Cash flows (used in) provided by financing activities							Cash flows (used in) provided by financing activities	(1,410,742)		5,544,561
Net increase in cash and cash equivalents and restricted cash	Net increase in cash and cash equivalents and restricted cash	$	(206,488)	$	2,585,630		Net increase in cash and cash equivalents and restricted cash	$	934,075	$	3,187,582

Cash flows provided by operating activities ~~increased $1.0 billion~~decreased $57.0 million during the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 compared to the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 due to increased cash flows from the operations of our investments in real estate and income on our investments in real estate debt.

Cash flows ~~used in~~from investing activities increased ~~$13.4~~$4.8 billion during the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 compared to the ~~nine~~three months ended ~~September 30, 2021.~~March 31, 2022. The increase was primarily due to a net decrease of $2.0 billion in acquisitions of real estate, an increase of ~~$21.0~~$1.2 billion in ~~the acquisitions~~return of ~~and~~ capital ~~improvements~~from unconsolidated entities, a net decrease of $1.2 billion related to investments in real estate ~~investments~~debt securities, an decrease of $0.4 billion in investment in unconsolidated entities and an increase of ~~$0.5~~$0.2 billion in ~~investments in unconsolidated entities.~~proceeds from disposition of real estate. This was partially offset by a net ~~increase~~decrease of ~~$3.9 billion related to our investments in real estate-related equity securities, an increase of $1.9~~$0.4 billion in proceeds from ~~dispositions of real estate, an increase of $1.5 billion in proceeds from paydowns~~repayments of real estate loans held by consolidated securitization ~~vehicles, and a decrease in pre-acquisition costs of $0.6 billion.~~vehicles.

Cash flows ~~provided by~~from financing activities ~~increased $9.6~~decreased $7.0 billion during the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 compared to the ~~nine~~three months ended ~~September 30, 2021.~~March 31, 2022. The ~~increase~~decrease was primarily due to a net increase of $2.7 billion in repayments, an increase of $16.1 billion in borrowings, an increase of $1.8 billion in contributions from non-controlling interests, and an increase of $0.5 billion from the issuance of our common stock. This was partially offset by an increase of $5.6$1.9 billion in repurchases of common stock, a ~~net~~decrease of $1.7 billion in subscriptions received in advance, a decrease of $1.0 billion in proceeds from issuance of common stock and an increase of ~~$1.3~~$0.1 billion in distributions. This was partially offset by a net decrease of $0.4 billion in repayments of senior obligations of consolidated securitization ~~vehicles, a decrease of $1.1 billion in subscriptions received in advance, an increase of $0.5 billion in distributions, and an increase of $0.3 billion in payment of deferred financing costs.~~vehicles.

Recent Accounting Pronouncements

See Note 2 — “Summary of Significant Accounting Policies” to our condensed consolidated financial statements in this quarterly report on Form 10-Q for a discussion concerning recent accounting pronouncements.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations is based upon our condensed 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 on Form 10-K filed with the SEC on March ~~11, 2022.~~17, 2023.

Commitments and Contingencies

The following table aggregates our contractual obligations and commitments with payments due subsequent to ~~September 30, 2022~~March 31, 2023 ($ in thousands).


Obligations	Obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years		Obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Indebtedness(1)	Indebtedness(1)	$	85,231,051	$	8,429,766	$	19,549,294	$	41,191,594	$	16,060,397	Indebtedness(1)	$	83,646,375	$	8,330,926	$	21,789,327	$	38,693,670	$	14,832,452
Ground leases	Ground leases	3,418,153		38,969		83,885		85,639		3,209,660		Ground leases	3,377,842		41,059		83,564		85,501		3,167,718
Organizational and offering costs		511		511		—		—		—
Other		1,199		1,199		—		—		—

Total	Total	$	88,650,914	$	8,470,445	$	19,633,179	$	41,277,233	$	19,270,057	Total	$	87,024,217	$	8,371,985	$	21,872,891	$	38,779,171	$	18,000,170

(1)The allocation of our indebtedness includes both principal and interest payments based on the fully extended maturity date and interest rates in effect at ~~September 30, 2022.~~March 31, 2023. The table above excludes consolidated senior CMBS positions owned by third-parties, as these liabilities are non-recourse to us and can only be satisfied by repayment of the collateral loans underlying such securitizations.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to interest rate risk with respect to our variable-rate indebtedness ~~whereas~~such that an increase in interest rates would ~~directly~~ result in higher interest expense. We seek to manage our exposure to interest rate risk by utilizing a mix of fixed and floating rate financings with staggered maturities, and through interest rate hedging agreements to fix or cap a ~~portion~~majority of our variable rate debt. As of ~~September 30, 2022,~~March 31, 2023, the outstanding principal balance of our variable rate indebtedness was ~~$45.4~~$43.7 billion and consisted of mortgage notes, secured and unsecured term loans, secured and unsecured revolving credit facilities, and secured financings on investments in real estate debt.

Certain of our mortgage notes, secured and unsecured term loans, secured and unsecured revolving credit facilities, and secured financings are variable rate and indexed to one-month U.S. Dollar denominated LIBOR, three-month ~~U.S. Dollar denominated LIBOR, three-month GBP denominated LIBOR, three-month~~ Euro denominated LIBOR, one-month CAD denominated LIBOR, three-month CAD denominated LIBOR, 30-day SOFR, or ~~30-day Secured Overnight Financing Rate ("SOFR")~~SONIA (collectively, the “Reference Rates”). We have executed interest rate swaps with a notional amount of ~~$30.9~~$32.2 billion and interest rate caps with an aggregate notional balance of ~~$14.4~~$15.3 billion as of ~~September 30, 2022~~March 31, 2023 to hedge the risk of increasing interest rates. For the three ~~and nine~~ months ended ~~September 30, 2022,~~March 31, 2023, a 10% increase in each of the Reference Rates would have resulted in increased interest expense of ~~$8.1 million and $24.2~~$0.8 million, ~~respectively,~~ net of the impact of our interest rate swaps and caps.

LIBOR and certain other floating rate benchmark indices to which our floating rate debt and other agreements are tied,

including, without limitation, ~~the Euro Interbank Offered Rate (“EURIBOR”)~~EURIBOR and ~~the Canadian Dollar Offered Rate (“CDOR”),~~CDOR, 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 (“IBA”),~~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)~~LIBOR Act, was signed into law in the ~~U.S.~~United States. 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 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 ~~September 30, 2022,~~March 31, 2023, the one-month SOFR was ~~3.0%~~4.8% and one-month USD LIBOR was ~~3.1%~~4.9%. Additionally, market participants have transitioned from GBP LIBOR to the Sterling Overnight Index Average, or SONIA, in line with guidance from the U.K. regulators.

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 and Canada have been reformed and rates such as EURIBOR and CDOR 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 Debt Financing — ~~Changes to, or~~We may be adversely affected by the ~~elimination~~phasing out of ~~LIBOR may adversely affect interest expense related to borrowings under our credit facilities and real estate-related investments”~~the London Interbank Offered Rate (“LIBOR”)” of our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

Investments in Real Estate Debt

As of ~~September 30, 2022,~~March 31, 2023, we held ~~$9.9~~$9.6 billion of investments in real estate debt, which amount excludes the impact of consolidating the underlying loans that serve as collateral for certain securitizations on our Condensed Consolidated Balance Sheets. Our investments in real estate debt are primarily floating-rate and indexed to the Reference Rates, ~~or SONIA,~~ and as such, exposed to interest rate risk. Our net income will increase or decrease depending on interest rate movements. While we cannot predict factors that may or may not affect interest rates, a 10% increase or decrease in the Reference Rates ~~and SONIA~~ would have resulted in an increase or decrease to income from investments in real estate debt of ~~$7.4 million and $22.1~~$11.3 million for the three ~~and nine~~ months ended ~~September 30, 2022, respectively,~~March 31, 2023, net of the impact of our interest rate swaps.

We may also be exposed to market risk with respect to our investments in real estate debt due to changes in the fair value of our investments. We seek to manage our exposure to market risk with respect to our investments in real estate debt by making investments in real estate debt backed by different types of collateral and varying credit ratings. The fair value of our investments may fluctuate, therefore the amount we will realize upon any sale of our investments in real estate debt is unknown. However, as of ~~September 30, 2022,~~March 31, 2023, a 10% change in the fair value of our investments in real estate debt would result in a change in the carrying value of our investments in real estate debt of $1.0 billion.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

An evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this quarterly report on Form 10-Q was made under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). Based upon this evaluation, our CEO and CFO have concluded that as of the end of the period covered by this report, our disclosure controls and procedures (a) were 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) included, 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 CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls 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 on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

For information regarding factors that could affect our results of operations, financial condition and liquidity, see the risk factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 and under the heading “Risk Factors” in our prospectus dated ~~February 25, 2022,~~April 18, 2023, as supplemented.

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

Unregistered Sales of Equity Securities

During the three months ended ~~September 30, 2022,~~March 31, 2023, we sold equity securities that were not registered under the Securities Act. As described in Note 10 to our condensed consolidated financial statements, the Adviser is entitled to an annual management fee payable monthly in cash, shares of common stock, or BREIT OP Units, in each case at the Adviser's election. For the three months ended ~~September 30, 2022,~~March 31, 2023, the Adviser elected to receive its management fee in Class I shares, and we issued ~~9.7~~10.0 million unregistered Class I shares to the Adviser in satisfaction of the management fee for ~~July 2022~~January and ~~August 2022.~~February 2023. Additionally, we issued ~~4.9~~5.0 million unregistered Class I shares to the Adviser in ~~October 2022~~April 2023 in satisfaction of the ~~September 2022~~March 2023 management fee.

Beginning for the quarter ended March 31, 2022, the Special Limited Partner was entitled to a quarterly performance participation allocation. In April 2022, July 2022 and October 2022, we issued 16.1 million, 8.1 million and 7.5 million, respectively, Class I units in BREIT OP to the Special Limited Partner as payment for $473.2 million of the performance participation allocation. At the election of the Special Limited Partner, each Class I unit is exchangeable for cash or Class I shares (on a one-for-one basis). Each issuance to the Adviser and the Special Limited Partner was made pursuant to Section 4(a)(2) of the Securities Act.

We have also sold Class I and Class C shares to feeder vehicles created primarily to hold Class I and Class C shares and offer indirect interests in such shares to non-U.S. persons. The offer and sale of Class I and Class C shares to the feeder vehicles was exempt from the registration provisions of the Securities Act, by virtue of Section 4(a)(2) and Regulation S thereunder. During the three months ended ~~September 30, 2022,~~March 31, 2023, we received ~~$0.8~~$0.1 billion from selling ~~53.4~~9.6 million unregistered Class I and Class C shares to such vehicles. We intend to use the net proceeds from such sales for the purposes set forth in the prospectus for our offering and in a manner within the investment guidelines approved by our board of directors, who serve as fiduciaries to our stockholders.

Share Repurchases

Under our share repurchase plan, to the extent we choose to repurchase shares in any particular month, we will only repurchase shares as of the opening of the last calendar day of that month (each such date, a “Repurchase Date”). Repurchases will be made at the transaction price in effect on the Repurchase Date (which will generally be equal to our prior month’s NAV per share), except that shares that have not been outstanding for at least one year will be repurchased at 98% of the transaction price ~~(an~~(the “Early Repurchase Deduction”) subject to certain limited exceptions. Settlements of share repurchases will generally be made within three business days of the Repurchase Date. The Early Repurchase Deduction will not apply to shares acquired through our distribution reinvestment plan.

The aggregate NAV of total repurchases of Class S shares, Class I shares, Class T shares, Class D shares and Class DC shares (including repurchases at certain non-U.S. investor ~~vehicles~~access funds primarily created to hold shares of the Company, but excluding any Early Repurchase Deduction applicable to the repurchased shares) is limited to no more than 2% of our aggregate NAV per month based on the aggregate NAV of the prior month and no more than 5% of our aggregate NAV per calendar quarter based on the average of the aggregate NAV per month over the prior three months. For the avoidance of doubt, both of these limits are assessed during each month in a calendar quarter. In the first quarter of 2023, we received repurchase requests that exceeded the 2% monthly limit and 5% quarterly limit under our share repurchase plan. Therefore, as a result of the aforementioned monthly and quarterly limits, our board of directors exercised its discretion to repurchase less than the full amount of shares requested in January 2023, February 2023 and March 2023.

Should repurchase requests, in our board of directors' judgment, place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on the Company as a whole, or should weour board of directors otherwise ~~determine~~determines that investing our liquid assets in real properties or other investments rather than repurchasing our shares is in the best interests of the Company as a whole, then we may choose to repurchase fewer shares than have been requested to be repurchased (including relative to the 2% monthly limit and 5% quarterly limit under our share repurchase plan), or none at all. Further, our board of directors ~~may~~will in certain circumstances, make exceptions to, modify and suspend our share repurchase plan (including to make exceptions to the repurchase limitations, or repurchase fewer shares than such repurchase limitations) if it deems such action to be in our best interests and the best interests of our stockholders. In the event that ~~we determine~~our board of directors determines to repurchase some but not all of the shares submitted for repurchase during any month, shares repurchased at the end of the month will be repurchased on a pro rata basis. All unsatisfied repurchase requests must be resubmitted after the start of the next month or quarter, or upon the recommencement of the share repurchase plan, as applicable.

If the transaction price for the applicable month is not made available by the tenth business day prior to the last business day of the month (or is changed after such date), then no repurchase requests will be accepted for such month and stockholders who wish to have their shares repurchased the following month must resubmit their repurchase requests.

8271

During the three months ended ~~September 30, 2022,~~March 31, 2023, we repurchased shares of our common stock in the following ~~amounts, which represented all of the share repurchase requests received for the same period.~~amounts:

Month of: Total Number
of Shares
Repurchased
Repurchases as a Percentage of NAV(1)
Average
Price Paid
per Share Total Number of
Shares Repurchased
as Part of Publicly
Announced Plans
or Programs
Maximum Number of
Shares Pending
Repurchase Pursuant
to Publicly
Announced Plans
or Programs(2)
July 2022 92,287,238 2.1 % $ 14.97 92,287,238 —
August 2022 53,490,316 1.2 % $ 14.98 53,490,316 —
September 2022 57,728,724 1.3 % $ 15.07 57,728,724 —
Total 203,506,278 4.6 % $ 14.92 203,506,278 —


Month of:	Total Number of Shares Repurchased	Repurchases as a Percentage of NAV(1)		Average Price Paid per Share		Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares Pending Repurchase Pursuant to Publicly Announced Plans or Program(2)



January 2023	88,867,641	2.0	%	$	14.80	88,867,641	—
February 2023	92,474,903	2.0	%	$	14.71	92,474,903	—
March 2023	45,161,904	1.0	%	$	14.77	45,161,904	—






Total	226,504,448	5.0	%	$	14.76	226,504,448	—

(1)Represents aggregate NAV of the shares repurchased under our share repurchase plan over aggregate NAV of all shares outstanding, in each case, based on the NAV as of the last calendar day of the prior month.

(2)~~All~~For the months ended January 31, 2023, February 28, 2023 and March 31, 2023, the Company received repurchase requests ~~under our~~that exceeded both its monthly 2% of NAV and quarterly 5% of NAV limit. In accordance with the Company's share repurchase plan, ~~were satisfied.~~the Company fulfilled 25% of requested repurchases in January 2023, 35% of requested repurchases in February 2023, and 15% of requested repurchases in March 2023.

The Special Limited Partner continues to hold ~~24,104,433~~24,057 Class I units in BREIT OP. The redemption of Class I units and Class B units and shares held by the Adviser acquired as payment of the Adviser’s management fee are not subject to our share repurchase plan.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

~~Not applicable.~~Articles of Amendment, Articles Supplementary, Fourth Amended and Restated Advisory Agreement and Fourth Amended and Restated Limited Partnership Agreement

On May 12, 2023, the Company filed Articles of Amendment (the “Articles of Amendment”) to its charter with the Maryland State Department of Assessments and Taxation (“SDAT”) to increase (i) the number of shares of capital stock that the Company has authority to issue to 12,100,000,000, (ii) the number of shares of common stock, par value $0.01 per share, that the Company has authority to issue to 12,000,000,000 and (iii) the number of shares of the Company’s Class D common stock, par value $0.01 per share, that the Company has authority to issue to 1,500,000,000. Immediately following the filing of the Articles of Amendment, the Company filed with SDAT Articles Supplementary (the “Articles Supplementary” and, together with the Articles of Amendment, the “Charter Amendments”) to its charter, pursuant to which the Company classified and designated 500,000,000 authorized but unissued shares of Class F common stock, par value $0.01 per share (“Class F shares”). The Company will not pay the Adviser a management fee with respect to the Class F shares or Class F units (as defined below), and the Operating Partnership will not pay a performance allocation with respect to the Class F units. Except as described in this report, the Charter Amendments did not amend, alter or modify any other terms or provisions of the Company’s charter.

On May 12, 2023, the Company entered into (i) a Fourth Amended and Restated Advisory Agreement (the “A&R Advisory Agreement”) among the Company, the Operating Partnership, and the Adviser to make certain updates reflecting the designation of the Class F shares and (ii) a Fourth Amended and Restated Limited Partnership Agreement (the “A&R OP Agreement”) for the Operating Partnership by and among the Company, the Special Limited Partner and the limited partners party thereto, to make certain updates reflecting the designation of the Class F units of the Operating Partnership (“Class F units”). Pursuant to the A&R Advisory Agreement, the Advisor will continue to manage the Company’s day-to-day operations subject to the supervision of the Board of Directors of the Company. The A&R OP Agreement provides that, so long as the advisory agreement with the Company has not been terminated, the Special Limited Partner holds a performance participation interest in the Operating Partnership that entitles it to receive an allocation from the Operating Partnership equal to 12.5% of the Total Return, subject to a 5% Hurdle Amount and a High Water Mark, with a Catch-Up (each term as defined in the A&R OP Agreement).

The foregoing description of each of the Articles of Amendment, the Articles Supplementary, the A&R Advisory Agreement and the A&R OP Agreement does not purport to be complete and is qualified in its entirety by reference to the Articles of Amendment, the Articles Supplementary, the A&R Advisory Agreement and the A&R OP Agreement, respectively, copies of which are filed as Exhibits 3.2, 3.3, 10.1 and 10.2, respectively, and incorporated herein by reference.

Share Repurchase Plan and Distribution Reinvestment Plan

Effective May 12, 2023, the Board of Directors amended (i) the Company’s share repurchase plan (the “Share Repurchase Plan”) and (ii) the Company’s distribution reinvestment plan (the “DRP”), in each case, to make certain updates reflecting the designation of the Class F shares. The foregoing description of each of the Share Repurchase Plan and the DRP does not purport to be complete and is qualified in its entirety by reference to the Share Repurchase Plan and the DRP, copies of which are included as Exhibits 4.1 and 4.2, respectively, to this report and incorporated herein by reference.

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 Mundys S.p.A. (formerly, 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.

ITEM 6. EXHIBITS


~~4.1~~3.1*						Certificate of Correction of Articles of Amendment of Blackstone Real Estate Income Trust, Inc., dated May 11, 2023

3.2*						Articles of Amendment of Blackstone Real Estate Income Trust, Inc., dated May 12, 2023

3.3*						Articles Supplementary of Blackstone Real Estate Income Trust, Inc., dated May 12, 2023

4.1*						Share Repurchase Plan

4.2*						Distribution Reinvestment Plan

10.1*						Fourth Amended and Restated Advisory Agreement, by and among Blackstone Real Estate Income Trust, Inc., BREIT Operating Partnership L.P. and BX REIT Advisors L.L.C.

10.2*						Fourth Amended and Restated Limited Partnership Agreement of BREIT Operating Partnership L.P., by and between Blackstone Real Estate Income Trust, Inc., BREIT Special Limited Partner L.P. (fka BREIT Special Limited Partner L.L.C.) and the limited partners party thereto from time to time, dated May 12, 2023

10.3						Uncommitted Unsecured Line of Credit, dated January 20, 2023, between Blackstone Real Estate Income Trust, Inc., as borrower, and Blackstone Holdings Finance Co. L.L.C., as lender (filed as Exhibit ~~4.1~~10.1 to the ~~Registrant's~~Registrant’s Post-Effective Amendment No. 25 to ~~the Registrant's~~its Registration Statement on Form S-11 ~~(File No. 260168)~~ filed on ~~May 16, 2022~~ March 17, 2023 and incorporated herein by reference)

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

~~101.INS~~99.1*						Section 13(r) Disclosure

101.INS+						Inline XBRL Instance Document

~~101.SCH~~101.SCH+						Inline XBRL Taxonomy Extension Schema Document

~~101.SCH~~101.CAL+						Inline XBRL Taxonomy Extension Calculation Linkbase Document

~~101.LAB~~101.LAB+						Inline XBRL Taxonomy Extension Label Linkbase Document

~~101.PRE~~101.PRE+						Inline XBRL Taxonomy Extension Presentation Linkbase Document

~~101.DEF~~101.DEF+						Inline XBRL Taxonomy Extension Definition Linkbase Document

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


*			Filed herewith.


+			This exhibit shall not be deemed “filed” for purposes of Section 18 of 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 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.

8474

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 REAL ESTATE INCOME TRUST, INC.

~~November 14, 2022~~May 12, 2023						/s/ Frank Cohen
Date						Frank Cohen
						Chief Executive Officer
						(Principal Executive Officer)

~~November 14, 2022~~May 12, 2023						/s/ Anthony F. Marone, Jr.
Date						Anthony F. Marone, Jr.
						Chief Financial Officer and Treasurer
						(Principal Financial Officer)

~~November 14, 2022~~May 12, 2023						/s/ Paul Kolodziej
Date						Paul Kolodziej
						Chief Accounting Officer
						(Principal Accounting Officer)

8575


	Three Months Ended September 30, 2021
	As Reported		Adjustment		As Adjusted
Other income (expense)
Income from investments in real estate debt	$	83,052	$	(23,485)	$	59,567
Change in net assets of consolidated securitization vehicles	—		23,485		23,485
Total other income (expense)	121,673		—		121,673
Net Loss	$	(367,154)	$	—	$	(367,154)


Segments	Purchase Price(1)		Number of Transactions	Number of Properties	Sq. Ft. (in thousands)/Units/Keys
Rental Housing properties(2)(3)	$	26,969,749	16	268	71,843 units
Net Lease properties	4,026,768		1	1	6,901 sq. ft.
Office properties(3)	1,794,583		4	8	2,693 sq. ft.
Retail properties(3)	1,097,412		—	51	5,598 sq. ft.
Self storage properties	542,335		6	34	2,913 sq. ft.
Hospitality properties	436,232		1	6	1,258 keys
Data center properties	331,184		1	3	792 sq. ft.
Industrial properties	218,360		3	13	1,666 sq. ft.
	$	35,416,623	32	384


			For the Nine Months Ended September 30,
BREIT Income (Loss) from Unconsolidated Entities	Segment	Ownership Interest	2022		2021
Unconsolidated entities at historical cost:
QTS Data Centers	Data Centers	35.7%	$	(133,574)	$	(17,020)
MGM Grand & Mandalay Bay	Net Lease	49.9%	75,350		75,396
Rental Housing investments	Rental Housing	12.2% - 52.0%	(66,237)		(8,615)
Industrial investments	Industrial	10.0% - 55.0%	(1,645)		212
Retail investments	Retail	50.0%	(489)		—
Hospitality investment	Hospitality	30.0%	3,846		—
Total unconsolidated entities at historical cost			(122,749)		49,973
Unconsolidated entities at fair value:
Industrial investments	Industrial	7.9% - 85.0%	178,857		133,182
Office investments	Office	49.0%	(5,239)		—
Data Center investments	Data Centers	12.4%	633		—
Total unconsolidated entities at fair value			174,251		133,182
Total			$	51,502	$	183,155


					2022 vs. 2021
	Nine Months Ended September 30,				Change in Base Rental Revenue		Change in Occupancy Rate	Change in Average Effective Annual Base Rent Per Leased Square Foot/Unit
	2022		2021
Rental Housing	$	844,078	$	753,610	$	90,468	(1)%	+13%
Industrial	493,398		463,103		30,295		+2%	+5%
Net Lease	191,174		187,425		3,749		—%	+2%
Self storage	79,171		67,074		12,097		(2)%	+20%
Retail	33,120		32,132		988		—%	+3%
Data centers	14,300		13,986		314		—%	+2%
Office	17,592		17,259		333		—%	+2%
Total base rental revenue	$	1,672,833	$	1,534,589	$	138,244