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CORRESP
 1
 filename1.htm

 CORRESP

 345 Park Avenue
 New York, NY 10154
 BREIT.com
 June 20, 2025   

 RE:
 Blackstone Real Estate Income Trust, Inc.

  
 Form 10-K for the fiscal year ended December 31, 2024

  
 File No. 000-55931
 VIA EDGAR Eric McPhee
 Jennifer Monick United States Securities and Exchange Commission
 Division of Corporation Finance Office of Real
Estate & Construction 100 F Street, NE Washington,
D.C. 20549 Mr. McPhee and Ms. Monick: This letter sets
forth the response of Blackstone Real Estate Income Trust, Inc. (the “Company”) to the comment letter of the staff of the Securities and Exchange Commission (the “SEC”, and such staff thereof, the “Staff”) dated
June 13, 2025, relating to the above-referenced filing. To assist your review, we have retyped the text of the Staff’s comments in italics below and provided the Company’s responses thereto immediately below each comment.
 Form 10-K for the Year Ended December 31, 2024 (the “Form
 10-K”) Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
 Purchases of Equity Securities Funds from
Operations, Adjusted Funds from Operations and Funds Available for Distribution , page 105

 1.
 We note your adjustment of $154,536,000 labeled Other to arrive at AFFO attributable to BREIT stockholders
and to arrive at AFFO attributable to BREIT stockholders and OP unitholders. Please tell us and enhance your disclosure to clarify the nature of the items in the adjustment.
 The Company notes that the adjustment labeled “Other” includes amortization of mortgage premium/discount, organization costs, severance
costs, amortization of above- and below-market lease intangibles, settlement costs and amortization of non-real estate assets, none of which are individually quantitatively or qualitatively material to present
separately. These items are included in the definition of Adjusted Funds from Operations (“AFFO”), specifically the discussion of adjustments to Funds from Operations (“FFO”) to arrive at AFFO in the second paragraph on page 105,
preceding the tabular presentation of AFFO. In future periodic reports filed with the SEC, beginning with the Company’s Form 10-Q for the quarter ended June 30, 2025, the Company will also footnote
the adjustment labeled Other to clarify the nature of the items included. The following is the proposed enhanced disclosure the Company will include in future periodic reports. New text is presented in blue/underlined font.

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

 Year Ended December 31,

 2024

 2023

 2022

 Net loss attributable to BREIT stockholders

 $
 (890,549
 )

 $
 (691,822
 )

 $
 (883,519
 )

 Adjustments to arrive at FFO:

 Depreciation and amortization

 3,862,856

 4,167,620

 4,504,687

 Impairment of investments in real estate

 382,309

 238,531

 33,554

 Net gain on dispositions of real estate

 (2,206,363
 )

 (2,379,427
 )

 (799,154
 )

 Net loss (gain) on change in control

 11,434

 5,364

 (20,370
 )

 Amount attributable to non-controlling interests for above
adjustments

 (297,302
 )

 (386,303
 )

 (326,759
 )

 FFO attributable to BREIT stockholders

 862,385

 953,963

 2,508,439

 Adjustments to arrive at AFFO:

 Performance participation allocation

 — 

 — 

 742,670

 Incentive compensation awards

 77,400

 67,435

 35,475

 Loss on extinguishment of debt

 111,623

 40,300

 11,476

 Changes in fair value of financial
instruments (1)

 51,444

 943,008

 (1,113,318
 )

 Straight-line rental income and expense

 (203,159
 )

 (208,762
 )

 (270,223
 )

 Amortization of deferred financing costs

 260,833

 250,933

 177,354

 Amortization of restricted stock awards

 77,959

 62,861

 9,381

 Other (2)

 154,536

 17,391

 7,979

 Amount attributable to non-controlling interests for above
adjustments

 (9,216
 )

 (36,764
 )

 23,251

 AFFO attributable to BREIT stockholders

 1,383,805

 2,090,365

 2,132,484

 Adjustments to arrive at FAD:

 Management fee

 713,643

 839,237

 837,687

 Recurring tenant improvements, leasing commissions, and other capital expenditures (2) (3)

 (666,548
 )

 (644,193
 )

 (515,820
 )

 Stockholder servicing fees

 (177,129
 )

 (207,406
 )

 (214,625
 )

 Realized losses (gains) on financial
instruments (1)

 (117,173
 )

 (324,573
 )

 (369,064
 )

 Amount attributable to non-controlling interests for above
adjustments

 18,660

 (15,034
 )

 (5,188
 )

 FAD attributable to BREIT stockholders

 $
 1,155,258

 $
 1,738,396

 $
 1,865,474

 (1)
 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 losses (gains) on
financial instruments primarily results from the sale of our investments in real estate debt and equity securities, and derivatives.

 (2)
 Other adjustments to arrive at AFFO for the year ended December 31, 2024 primarily include
amortization of non-real estate assets, settlement costs, and severance costs, and to a lesser extent amortization of mortgage premium/discount, organization costs, and amortization of above-and-below market lease intangibles.

 (3)
 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
 2

 Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations
Investment Portfolio, page 112

 2.
 We note your presentation of gross asset value in your tabular disclosure on page 113 and your footnote
(6) to the table. It appears this measure includes your allocable share of the fair value of real estate investments held by unconsolidated entities. Please advise, or revise to explicitly clarify what is presented within this measure.
 The calculation of gross asset value (“GAV”) included in the tabular disclosure on page 113 is consistent with the discussion
of Net Asset Value (“NAV”) in the Components of NAV table on page 100, including footnotes (1) and (2) to such table. GAV includes $89.4 billion of value allocable to the Company from its consolidated real estate
properties and $25.7 billion of value allocable to the Company from real estate properties owned by its unconsolidated entities. In future periodic reports filed with the SEC, beginning with the Company’s Form 10-Q for the quarter ended June 30, 2025, the Company will amend footnote (6) to the table on page 113 to similarly clarify what is included within GAV in this table. The following is the proposed new
disclosure the Company will include in footnote (6), replacing the current language in footnote (6) in its entirety: Gross Asset Value consists of
our allocable share of consolidated real estate properties ($89.4 billion) and our allocable share of the gross real estate value held by unconsolidated entities ($25.7 billion), in each case excluding the value of any third-party interests in such
real estate investments. Such amounts are measured on a fair value basis.

 3.
 We note your presentation of segment revenue in your tabular disclosure on page 113. We further note your
footnote (7) to the table indicates this measure includes your allocable share of revenues generated by unconsolidated entities. It appears such measure may be a non-GAAP measure. Please tell how you
determined it was unnecessary to include the disclosures required by Item 10(e) of Regulation S-K, or revise to include such disclosures and provide us an example of your proposed disclosures. In your
response, please also address your consideration of whether the label “Segment Revenues” is the same as, or confusingly similar to, titles or descriptions used for GAAP financial measures, or revise to relabel the column and provide us
with your proposed label. The Company acknowledges the Staff’s comment and in future periodic reports filed with the SEC,
beginning with the Company’s Form 10-Q for the quarter ended June 30, 2025, the Company intends to revise this disclosure as set forth in Exhibit A to this response letter, which contains the
Company’s proposed new disclosure, marked against its most recent Form 10-K disclosure to facilitate the Staff’s review. As provided in Exhibit A, the label “Segment Revenue” has been
updated to “Property Sector Revenue.” Results of Operations
 Same Property NOI, page 125

 4.
 We note you have excluded non-core property expenses to arrive at
NOI attributable to BREIT Stockholders. Please address the following:

 •

 Please tell us and revise your filing to clarify the nature of these expenses

 •

 Tell us and revise your filing to clarify how you determined the exclusion of these expenses is useful to
investors.

 •

 Please clarify for us if these expenses are normal, recurring, cash operating expenses necessary to operate
your business. Please refer to Item 10(e) of Regulation S-K and Question
100.01 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. The Company acknowledges
the Staff’s comment and notes that Net Operating Income (“NOI”) is a supplemental non-GAAP measure of our property-specific operating results that it believes is meaningful because it enables
management, investors, analysts, and other users of financial statements to evaluate the financial performance of the Company’s operating property portfolio, including through rents, leasing activity, property expenses, and other controllable
property operating results at our properties, as distinct from corporate-level performance, and is often used as a key input to capitalization rate-based real estate portfolio valuation estimates.
 The real estate industry widely uses NOI as a standard measure of property-level operating performance to reflect the net results of a distinct set of
property-related operating activities. Industry convention has shaped a consistent framework of operating activities included in NOI as a performance metric, which generally includes:

 •

 Revenues from renting and leasing properties;

 •

 Revenues from ancillary activities or services provided to tenants;

 •

 Expenses for property management;

 •

 Expenses for property repairs and maintenance;

 •

 Expenses for insuring and marketing properties;

 •

 Other property-specific expenses such as property taxes and utilities; and

 •

 Other revenue and expense items directly related to a property’s ability to generate income and maintain
operations.
 3

 Consistent with longstanding real estate industry practice, NOI excludes corporate-level expenses, including
normal, recurring, cash operating expenses necessary to operate the Company, such as general and administrative expenses and external advisor management fees, as these are not relevant to analyzing property portfolio operating performance.
Similarly, non-core property expenses, such as accounting and tax services, legal and professional fees, treasury services, asset management fees (which are separate and distinct from property management
expenses), income and franchise taxes, casualty losses, and other non-operating expenses incurred at the portfolio level, are excluded as they are not directly related to property operating activities. These
items have been excluded from the calculation of NOI to align with the industry-standard definition and purpose of such metric. While a number of the
expense items consistently excluded from NOI by REITs and other real estate operating companies are “normal, recurring, cash operating expenses necessary to operate the company”, the Staff has traditionally not objected to these
adjustments given the widespread use of NOI by REIT analysts and investors who often analyze the performance of a real estate company’s property portfolio separately from the performance of the company as a whole.
 Importantly, these corporate-level expenses and non-core property expenses are included in the non-GAAP supplemental measures presented by the Company to reflect the performance of the Company as a whole. These company-level non-GAAP performance metrics that include
such expenses are FFO, AFFO, and Funds Available for Distribution, which are described on pages 105-107 of the Form 10-K.
 In future periodic reports filed with the SEC, beginning with the Company’s Form 10-Q for the quarter ended
June 30, 2025, the Company will update the label “Non-core property expenses” to “Portfolio-level corporate costs,” and the Company will include a footnote below the relevant tables to
clarify the nature of this item. The following is the proposed enhanced disclosure the Company will include in future periodic reports. New text is presented in blue/underlined font.
 For the year ended December 31, 2024 and 2023, our Same Property portfolio consisted of 899 rental housing, 2,983 industrial, two net lease, 33 data
centers, 245 hotel, 79 self storage, 64 retail, and 14 office properties. The following table reconciles GAAP net (loss) income to Same Property NOI for the year ended December 31, 2024 and 2023 ($ in thousands):

 Year Ended December 31,

 Change

 2024

 2023

 $

 Net loss

 $
 (979,782
 )

 $
 (979,961
 )

 $
 179

 Adjustments to reconcile to Same Property NOI

 General and administrative

 64,499

 69,176

 (4,677
 )

 Management fee

 713,643

 839,237

 (125,594
 )

 Impairment of investments in real estate

 382,174

 236,071

 146,103

 Depreciation and amortization

 3,573,427

 3,811,218

 (237,791
 )

 Loss (income) from unconsolidated entities

 82,581

 (119,941
 )

 202,522

 Income from investments in real estate debt

 (744,895
 )

 (798,164
 )

 53,269

 Change in net assets of consolidated securitization vehicles

 (201,614
 )

 (191,703
 )

 (9,911
 )

 Loss from interest rate derivatives

 208,185

 755,519

 (547,334
 )

 Net gain on dispositions of real estate

 (2,130,204
 )

 (1,935,021
 )

 (195,183
 )

 Interest expense, net

 3,335,868

 3,072,741

 263,127

 Loss on extinguishment of debt

 107,736

 40,300

 67,436

 Other expense

 63,366

 3,319

 60,047

 Non-core property operating
expenses Portfolio-level corporate costs (1)

 721,183

 643,681

 77,502

 Incentive compensation awards (1) (2)

 72,498

 55,113

 17,385

 Lease termination fees

 (9,650
 )

 (5,109
 )

 (4,541
 )

 Amortization of above and below-market lease intangibles

 (45,822
 )

 (62,670
 )

 16,848

 Straight-line rental income and expense

 (153,730
 )

 (171,849
 )

 18,119

 NOI from unconsolidated entities

 865,045

 810,923

 54,122

 NOI attributable to non-controlling interests in
consolidated joint ventures

 (474,588
 )

 (447,230
 )

 (27,358
 )

 NOI attributable to BREIT stockholders

 5,449,920

 5,625,650

 (175,730
 )

 Less: Non-Same Property NOI attributable to BREIT
stockholders

 613,068

 979,188

 (366,120
 )

 Same Property NOI attributable to BREIT stockholders

 $
 4,836,852

 $
 4,646,462

 $
 190,390

 (1)
 Portfolio-level corporate costs include accounting and tax services, legal and
professional fees, treasury services, asset management fees, income and franchise taxes, casualty losses, and other non-operating expenses incurred at the portfolio level.

 (2)
 Included in rental property operating and hospitality operating expense on our Consolidated Statements of
Operations.
 4

 If you should have any questions regarding the items discussed in this response letter, please contact me at
Tony.Marone@Blackstone.com, or, in my absence, Paul Kolodziej, the Company’s Deputy Chief Financial Officer at Paul.Kolodziej@Blackstone.com or Leon Volchyok, the Company’s Chief Legal Officer and Secretary at Leon.Volchyok@Blackstone.com.

 Sincerely,

 /s/ Anthony Marone