Edgar Filing: BlackRock Inc.

Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2010

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from to .

Commission file number 001-33099

BlackRock, Inc.

(Exact name of registrant as specified in its charter)


Delaware		32-0174431
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

55 East 52nd Street, New York, NY 10055
(Address of principal executive offices)		(Zip Code)

(212) 810-5300

(Registrant’s telephone number, including area code)

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

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 x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No ¨

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


Large accelerated filer	x		Accelerated filer	¨

Non-accelerated filer	¨	(Do not check if a smaller reporting company)	Smaller reporting company	¨

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

As of April 30, 2010, there were 64,324,009 shares of the registrant’s common stock outstanding.

BlackRock, Inc.

Index to Form 10-Q

PART I

FINANCIAL INFORMATION


		Page

Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Statements of Financial Condition	1
	Condensed Consolidated Statements of Income	3
	Condensed Consolidated Statements of Comprehensive Income	4
	Condensed Consolidated Statements of Changes in Equity	5
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	47

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	80

Item 4.	Controls and Procedures	82

	PART II

	OTHER INFORMATION

Item 1.	Legal Proceedings	83

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	83

Item 6.	Exhibits	84

PART I—FINANCIAL INFORMATION

Item 1.

Financial Statements

BlackRock, Inc.

Condensed Consolidated Statements of Financial Condition

(Dollar amounts in millions, except per share data)

(unaudited)


	March 31, 2010		December 31, 2009
Assets
Cash and cash equivalents	$	2,703	$	4,708
Accounts receivable		1,868		1,718
Due from related parties		170		189
Investments		1,096		1,049
Separate account assets		116,187		119,629
Assets of consolidated variable interest entities
Cash and cash equivalents		90		—
Bank loans and other investments		1,288		—
Collateral held under securities lending agreements		13,417		19,335
Deferred mutual fund sales commissions, net		100		103
Property and equipment (net of accumulated depreciation of $366 and $333 at March 31, 2010 and December 31, 2009, respectively)		450		443
Intangible assets (net of accumulated amortization of $506 and $466 at March 31, 2010 and December 31, 2009, respectively)		17,626		17,666
Goodwill		12,641		12,638
Other assets		424		588

Total assets	$	168,060	$	178,066

Liabilities
Accrued compensation and benefits	$	616	$	1,482
Accounts payable and accrued liabilities		1,037		850
Due to related parties		391		490
Short-term borrowings		880		2,234
Liabilities of consolidated variable interest entities
Borrowings		1,214		—
Other liabilities		4		—
Convertible debentures		95		243
Long-term borrowings		3,191		3,191
Separate account liabilities		116,187		119,629
Collateral liability under securities lending agreements		13,417		19,335
Deferred tax liabilities		5,577		5,518
Other liabilities		504		492

Total liabilities		143,113		153,464

Commitments and contingencies (Note 12)

Temporary equity
Redeemable non-controlling interests		79		49

- 1 -

BlackRock, Inc.

Condensed Consolidated Statements of Financial Condition (continued)

(Dollar amounts in millions, except per share data)

(unaudited)


	March 31, 2010			December 31, 2009
Permanent Equity
BlackRock, Inc. stockholders’ equity
Common stock,$0.01 par value;		1			1
Shares authorized: 500,000,000 at March 31, 2010 and December 31, 2009;
Shares issued: 64,242,628 and 62,776,777 at March 31, 2010 and December 31, 2009, respectively;
Shares outstanding: 63,360,738 and 61,896,236 at March 31, 2010 and December 31, 2009, respectively
Preferred stock (Note 16)		1			1
Additional paid-in capital		22,174			22,127
Retained earnings		2,663			2,436
Appropriated retained earnings		114			—
Accumulated other comprehensive (loss)		(165	)		(96	)
Escrow shares, common, at cost (868,940 shares held at March 31, 2010 and December 31, 2009)		(137	)		(137	)
Treasury stock, common, at cost (12,950 and 11,601 shares held at March 31, 2010 and December 31, 2009, respectively)		(3	)		(3	)

Total BlackRock, Inc. stockholders’ equity		24,648			24,329
Nonredeemable non-controlling interests		174			224
Nonredeemable non-controlling interests of consolidated variable interest entities		46			—

Total permanent equity		24,868			24,553

Total liabilities, temporary equity and permanent equity	$	168,060		$	178,066

See accompanying notes to condensed consolidated financial statements.

- 2 -

PART I—FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Condensed Consolidated Statements of Income

(Dollar amounts in millions, except per share data)

(unaudited)


	Three Months Ended March 31,
	2010			2009
Revenue
Investment advisory, administration fees and securities lending revenue
Related parties	$	1,149		$	507
Other third parties		604			293

Investment advisory, administration fees and securities lending revenue		1,753			800
Investment advisory performance fees		50			11
BlackRock Solutions and advisory		113			135
Distribution fees		28			25
Other revenue		51			16

Total revenue		1,995			987

Expenses
Employee compensation and benefits		773			351
Distribution and servicing costs
Related parties		64			103
Other third parties		36			24
Amortization of deferred mutual fund sales commissions		26			27
Direct fund expenses		113			13
General and administration		289			140
Restructuring charges		—			22
Amortization of intangible assets		40			36

Total expenses		1,341			716

Operating income		654			271

Non-operating income (expense)
Net gain (loss) on investments		38			(172	)
Interest and dividend income		4			8
Interest expense		(40	)		(15	)

Total non-operating income (expense)		2			(179	)

Income before income taxes		656			92
Income tax expense		228			30

Net income		428			62
Less:
Net income (loss) attributable to nonredeemable non-controlling interests		5			(22	)

Net income attributable to BlackRock, Inc.	$	423		$	84

Earnings per share attributable to BlackRock, Inc. common stockholders:
Basic	$	2.20		$	0.63
Diluted	$	2.17		$	0.62

Cash dividends declared and paid per share	$	1.00		$	0.78

Weighted-average common shares outstanding:
Basic		189,676,023			130,216,218
Diluted		192,152,251			131,797,189

See accompanying notes to condensed consolidated financial statements.

- 3 -

PART I—FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Condensed Consolidated Statements of Comprehensive Income

(Dollar amounts in millions)

(unaudited)


	Three Months Ended March 31,
	2010			2009
Net income	$	428		$	62
Other comprehensive income:
Change in net unrealized gains (losses) from available-for-sale investments, net of tax
Unrealized holding gains (losses), net of tax		3			(1	)
Less: reclassification adjustment included in net income		1			(8	)

Net change from available-for-sale investments, net of tax⁽¹⁾		2			7
Minimum pension liability adjustment		(1	)		1
Foreign currency translation adjustments		(70	)		(14	)

Comprehensive income attributable to BlackRock, Inc.	$	359		$	56

⁽¹⁾	The tax benefit (expense) on unrealized holding gains (losses) was ($1) million and ($3) million during the three months ended March 31, 2010 and 2009, respectively.

See accompanying notes to condensed consolidated financial statements.

- 4 -

PART I—FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Condensed Consolidated Statements of Changes in Equity

(Dollar amounts in millions)


	Additional Paid-in Capital ¹			Retained Earnings			Appropriated Retained Earnings		Accumulated Other Comprehensive Income (Loss)			Common Shares held in Escrow			Treasury Stock Common			Total Stockholders’ Equity			Nonredeemable Non- controlling Interests			Nonredeemable Non- controlling Interests of Consolidated VIEs			Total Permanent Equity			Redeemable Non-controlling Interests/ Temporary Equity
December 31, 2009	$	22,129		$	2,436		$	—	$	(96	)	$	(137	)	$	(3	)	$	24,329		$	224		$	—		$	24,553		$	49
January 1, 2010 initial recognition of ASU 2009-17		—			—			114		—			—			—			114			(49	)		49			114			—
Net income		—			423			—		—			—			—			423			4			1			428			—
Dividends paid, net of dividend expense for unvested RSUs		—			(196	)		—		—			—			—			(196	)		—			—			(196	)		—
Stock-based compensation		108			—			—		—			—			—			108			—			—			108			—
PNC LTIP capital contribution		5			—			—		—			—			—			5			—			—			5			—
Exchange of common stock for preferred shares series B		128			—			—		—			—			(128	)		—			—			—			—			—
Net issuance of common shares related to employee stock transactions		(171	)		—			—		—			—			64			(107	)		—			—			(107	)		—
Convertible debt conversions		(64	)		—			—		—			—			64			—			—			—			—			—
Net tax benefit (shortfall) from stock-based compensation		41			—			—		—			—			—			41			—			—			41			—
Minimum pension liability adjustment		—			—			—		(1	)		—			—			(1	)		—			—			(1	)		—
Subscriptions/(redemptions/distributions)—non-controlling interest holders		—			—			—		—			—			—			—			(6	)		(4	)		(10	)		19
Net consolidations (deconsolidations) of sponsored investment funds		—			—			—		—			—			—			—			—			—			—			11
Other change in non-controlling interests		—			—			—		—			—			—			—			1			—			1			—
Foreign currency translation adjustments		—			—			—		(70	)		—			—			(70	)		—			—			(70	)		—
Change in net unrealized gain (loss) from available-for-sale investments, net of tax		—			—			—		2			—			—			2			—			—			2			—

March 31, 2010	$	22,176		$	2,663		$	114	$	(165	)	$	(137	)	$	(3	)	$	24,648		$	174		$	46		$	24,868		$	79

¹	Includes $1 of common stock and $1 of preferred stock at March 31, 2010 and December 31, 2009.

See accompanying notes to condensed consolidated financial statements.

- 5 -

PART I—FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Condensed Consolidated Statements of Changes in Equity

(Dollar amounts in millions)


	Additional Paid-in Capital ¹			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Common Shares held in Escrow			Treasury Stock Common			Total Stockholders’ Equity			Nonredeemable Non- controlling Interests			Total Permanent Equity			Redeemable Non-controlling Interests/ Temporary Equity
December 31, 2008	$	10,474		$	1,982		$	(186	)	$	(143	)	$	(58	)	$	12,069		$	225		$	12,294		$	266
Reclass to temporary equity – convertible debt		(3	)		—			—			—			—			(3	)		—			(3	)		—
Net income		—			84			—			—			—			84			(22	)		62			—
Dividends paid, net of dividend expense for unvested RSUs		—			(105	)		—			—			—			(105	)		—			(105	)		—
Stock-based compensation		82			—			—			—			—			82			—			82			—
Net issuance of common shares related to employee stock transactions		(70	)		—			—			—			33			(37	)		—			(37	)		—
PNC LTIP capital contribution		6			—			—			—			—			6			—			6			—
Net tax benefit (shortfall) from stock-based compensation		(17	)		—			—			—			—			(17	)		—			(17	)		—
Minimum pension liability adjustment		—			—			1			—			—			1			—			1			—
Subscriptions/(redemptions/distributions)—non-controlling interest holders		—			—			—			—			—			—			(2	)		(2	)		(132	)
Foreign currency translation adjustments		—			—			(14	)		—			—			(14	)		—			(14	)		—
Change in net unrealized gain (loss) from available-for-sale investments, net of tax		—			—			7			—			—			7			—			7			—

March 31, 2009	$	10,472		$	1,961		$	(192	)	$	(143	)	$	(25	)	$	12,073		$	201		$	12,274		$	134

¹	Includes $1 of preferred stock at March 31, 2009 and $1 of common stock at December 31, 2008.

See accompanying notes to condensed consolidated financial statements.

- 6 -

PART I—FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Condensed Consolidated Statements of Cash Flows

(Dollar amounts in millions)

(unaudited)


	Three Months Ended March 31,
	2010			2009
Cash flows from operating activities
Net income	$	428		$	62
Adjustments to reconcile net income to cash from operating activities:
Depreciation and amortization		78			57
Amortization of deferred mutual fund sales commissions		26			27
Stock-based compensation		108			82
Deferred income tax expense (benefit)		55			(44	)
Net (gains) losses on non-trading investments		(12	)		48
Purchases of investments within consolidated funds		(8	)		(21	)
Proceeds from sale and maturities of investments within consolidated funds		14			152
Assets and liabilities of consolidated VIEs:
Change in cash and cash equivalents		(42	)		—
(Purchases)/sales of bank loans and other investments		36			—
(Earnings) losses from equity method investees		(35	)		114
Distributions of earnings from equity method investees		4			4
Other adjustments		(1	)		2
Changes in operating assets and liabilities:
Accounts receivable		(157	)		(51	)
Due from related parties		11			163
Deferred mutual fund sales commissions		(23	)		(12	)
Investments, trading		(59	)		(74	)
Other assets		149			(13	)
Accrued compensation and benefits		(863	)		(599	)
Accounts payable and accrued liabilities		203			(10	)
Due to related parties		(99	)		7
Other liabilities		23			(20	)

Cash flows from operating activities		(164	)		(126	)

Cash flows from investing activities
Purchases of investments		(28	)		(9	)
Proceeds from sales and maturities of investments		29			126
Purchases of assets held for sale		(1	)		(1	)
Distributions of capital from equity method investees		20			4
Net consolidations (deconsolidations) of sponsored investment funds		2			—
Acquisitions, net of cash acquired		(8	)		—
Purchases of property and equipment		(44	)		(16	)

Cash flows from investing activities		(30	)		104

- 7 -

PART I—FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Condensed Consolidated Statements of Cash Flows (continued)

(Dollar amounts in millions)

(unaudited)


	Three Months Ended March 31,
	2010			2009
Cash flows from financing activities
Repayments of short-term borrowings		(1,354	)		—
Repayments of convertible debt		(148	)		—
Cash dividends paid		(196	)		(105	)
Proceeds from of stock options exercised		6			1
Proceeds from issuance of common stock		1			1
Repurchases of common stock		(114	)		(39	)
Net (redemptions/distributions paid)/subscriptions received from non-controlling interests holders		9			(134	)
Excess tax benefit from stock-based compensation		41			3
Net borrowings/(repayments of borrowings) by consolidated sponsored investment funds		—			72

Cash flows from financing activities		(1,755	)		(201	)

Effect of exchange rate changes on cash and cash equivalents		(56	)		(16	)

Net decrease in cash and cash equivalents		(2,005	)		(239	)
Cash and cash equivalents, beginning of period		4,708			2,032

Cash and cash equivalents, end of period	$	2,703		$	1,793


Supplemental disclosure of cash flow information is as follows:
Cash paid for:
Interest	$	26		$	26
Interest on borrowings of consolidated VIEs	$	12		$	—
Income taxes	$	67		$	133

Supplemental schedule of non-cash financing transactions is as follows:
Issuance of common stock	$	230		$	62
Increase in borrowings due to consolidation of VIEs	$	1,157		$	—

See accompanying notes to condensed consolidated financial statements.

- 8 -

PART I—FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

1. Business Overview

BlackRock, Inc. (together, with its subsidiaries, unless the context otherwise indicates, “BlackRock” or the “Company”) provides diversified investment management and securities lending services to institutional clients and to individual investors through various investment vehicles. Investment management services primarily consist of the management of fixed income, cash management and equity client accounts, the management of a number of open-end and closed-end mutual fund families, exchange traded funds and other non-U.S. equivalent retail products serving the institutional and retail markets, and the management of other investment funds, including collective trusts and alternative funds, developed to serve various customer needs. In addition, BlackRock provides market risk management, financial markets advisory and enterprise investment system services to a broad base of clients. Financial markets advisory services include valuation services relating to illiquid securities, dispositions and workout assignments (including long-term portfolio liquidation assignments), risk management and strategic planning and execution.

On December 1, 2009, BlackRock completed its acquisition of Barclays Global Investors (“BGI”) from Barclays Bank PLC (“Barclays”) (the “BGI Transaction”). In exchange for BGI, BlackRock paid approximately $6.65 billion in cash and issued capital stock valued at $8.53 billion comprised of 3,031,516 shares of BlackRock common stock and 34,535,255 shares of BlackRock Series B and D Participating Preferred Stock. See Note 3, Mergers and Acquisitions, for more details on this transaction.

On March 31, 2010, equity ownership of BlackRock was as follows:


	Voting Common Stock		Capital Stock⁽¹⁾
Bank of America/Merrill Lynch & Co., Inc.	3.7	%	33.8	%
The PNC Financial Services Group, Inc. (“PNC”)	34.4	%	24.2	%
Barclays	4.7	%	19.6	%
Other	57.2	%	22.4	%

	100.0	%	100.0	%

⁽¹⁾	Includes outstanding common and preferred stock only.

- 9 -

PART I—FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Notes to Condensed Consolidated Financial Statements—(continued)

(unaudited)

2. Significant Accounting Policies

Basis of Presentation

These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of the Company and its controlled subsidiaries. Non-controlling interests on the condensed consolidated statements of financial condition include the portion of consolidated sponsored investment funds in which the Company does not have direct equity ownership. Significant accounts and transactions between consolidated entities have been eliminated.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Certain financial information that normally is included in annual financial statements, including certain financial statement footnotes, is not required for interim reporting purposes and has been condensed or omitted herein. These financial statements should be read in conjunction with the Company’s consolidated financial statements and notes related thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, which was filed with the Securities and Exchange Commission (“SEC”) on March 10, 2010.

The interim financial information at March 31, 2010 and for the three months ended March 31, 2010 and 2009 is unaudited. However, in the opinion of management, the interim information includes all normal recurring adjustments necessary for the fair presentation of the Company’s results for the periods presented. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year.

Business Combinations

In accordance with the requirements of Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”), certain line items on the condensed consolidated statement of financial condition, including goodwill, intangibles, and deferred tax liabilities, have been retrospectively adjusted as of December 31, 2009 to reflect new information obtained about facts that existed as of December 1, 2009, the BGI acquisition date. See Note 3, Mergers and Acquisitions, for the changes in the BGI purchase price allocation.

Fair Value Measurements

ASC 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”), requires among other things, enhanced disclosures about assets and liabilities that are measured and reported at fair value. The provisions of ASC 820-10 establish a hierarchy that prioritizes inputs to valuation techniques used to measure fair value and requires companies to disclose the fair value of their financial instruments according to a fair value hierarchy (i.e., Level 1, 2 and 3 inputs, as defined). The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. Additionally, companies are required to provide enhanced disclosure regarding instruments in the Level 3 category (which have inputs to the valuation techniques that are unobservable and require significant management judgment), including a reconciliation of the beginning and ending balances separately for each major category of assets and liabilities.

- 10 -

PART I—FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Notes to Condensed Consolidated Financial Statements—(continued)

(unaudited)

2. Significant Accounting Policies (continued)

Basis of Presentation (continued)

Fair Value Measurements (continued)

Financial instruments measured and reported at fair value are classified and disclosed in one of the following categories:

Level 1 Inputs – Quoted prices (unadjusted) in active markets for identical assets or liabilities at the reporting date. Level 1 assets include listed mutual funds, equities and certain derivatives.

Level 2 Inputs – Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities that are not active; and inputs other than quoted prices that are observable, such as models or other valuation methodologies. Assets that generally are included in this category may include debt securities, bank loans, short-term floating rate notes and asset-backed securities, securities held within consolidated hedge funds, certain limited partnership interests in hedge funds in which the valuations for substantially all of the investments within the fund are based upon Level 1 or Level 2 inputs, restricted public securities valued at a discount, as well as over the counter derivatives, including interest and inflation rate swaps and foreign exchange currency contracts that have inputs to the valuations that can be generally corroborated by observable market data.

Level 3 Inputs – Unobservable inputs for the valuation of the asset or liability, which may include non-binding broker quotes. Level 3 assets include investments for which there is little, if any, market activity. These inputs require significant management judgment or estimation. Assets included in this category generally include general and limited partnership interests in private equity funds, funds of private equity funds, real estate funds, hedge funds, and funds of hedge funds, direct private equity investments held within consolidated funds and certain held for sale real estate disposal assets. Liabilities included in this category include borrowings of consolidated collateralized loan obligations.

Level 3 inputs include BlackRock capital accounts for its partnership interests in various alternative investments, including distressed credit hedge funds, real estate and private equity funds, which may be adjusted by using the returns of certain market indices. The various partnerships are investment companies, which record their underlying investments at fair value based on fair value policies established by management of the underlying fund. Fair value policies at the underlying fund generally require the fund to utilize pricing/valuation information, including independent appraisals, from third party sources, however, in some instances current valuation information, for illiquid securities or securities in markets that are not active, may not be available from any third party source or fund management may conclude that the valuations that are available from third party sources are not reliable. In these instances, fund management may perform model-based analytical valuations that may be used to value these investments.

The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument.

Collateral Assets Held and Liabilities Under Securities Lending Agreements

The Company facilitates securities lending arrangements whereby securities held by separate account assets are lent to third parties. In exchange, the Company receives collateral, principally cash and securities, ranging from 102% to 108% of the value of the securities lent in order to reduce credit risk. Under the Company’s securities lending arrangements, the Company can resell or re-pledge the collateral and the borrower can re-sell or re-pledge the loaned securities. The securities lending transactions entered into by the Company are accompanied by an agreement that entitles and obligates the Company to repurchase or redeem the transferred securities before their maturity. These transactions are not reported as sales under ASC 860, Transfers and Servicing, because of the obligation of the Company to repurchase the securities.

- 11 -

PART I—FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Notes to Condensed Consolidated Financial Statements—(continued)

(unaudited)

2. Significant Accounting Policies (continued)

Basis of Presentation (continued)

Collateral Assets Held and Liabilities Under Securities Lending Agreements (continued)

As a result, the Company records the collateral received under these arrangements (both cash and non-cash), as its own asset in addition to a corresponding liability for the obligation to return the collateral. As with the securities lending collateral discussed above, the fair value of the asset and related obligation to return the collateral are recorded by the Company. At March 31, 2010, the fair value of loaned securities held by separate account assets was approximately $12 billion and the collateral held under these securities lending agreements was approximately $13.4 billion. The fair value of the collateral liability approximates the fair value of the collateral assets and is recorded in collateral liability under securities lending agreements on the Company’s condensed consolidated statements of financial condition.

Classification and Measurement of Redeemable Securities

The provisions of ASC 480-10, Distinguishing Liabilities from Equity, require temporary equity classification for instruments that are currently redeemable or convertible for cash or other assets at the option of the holder. At March 31, 2010 and December 31, 2009, the Company determined that $79 million and $49 million, respectively, of non-controlling interests related to certain consolidated sponsored investment funds were redeemable for cash or other assets at the option of the holder, resulting in temporary equity classification on the condensed consolidated statements of financial condition. The amount of temporary equity related to convertible instruments is measured as the excess of the amount of cash required to be exchanged in a hypothetical settlement, as of the balance sheet date, over the current carrying amount of the liability component.

Assets and Liabilities to be Disposed of by Sale

In the course of the business of establishing real estate and other alternative investment funds, the Company may purchase land, properties and other assets while incurring liabilities directly associated with the assets, together a disposal group, with the intention to sell the disposal group to sponsored investment funds upon their launch. In accordance with the provisions of ASC 360-10, Property, Plant, and Equipment, the Company treats these assets and liabilities as a “disposal group”, measured at the lower of the carrying amount or fair value. Losses are recognized for any initial or subsequent write-down to fair value and gains are recognized for any subsequent increase in fair value, but not in excess of the cumulative loss previously recognized.

At March 31, 2010, the Company held disposal group assets of $24 million and related liabilities of $22 million in other assets and other liabilities, respectively, on its condensed consolidated statement of financial condition. Disposal group liabilities include approximately $20 million of borrowings directly associated with the disposal group assets. During the three months ended March 31, 2009, the Company recorded ($1) million within non-operating income (expense) on its condensed consolidated statement of income related to the disposal group and did not record any adjustments in 2010.

Convertible Debt Instruments

In accordance with the provisions within ASC 470-20, Debt (“ASC 470-20”), issuers of convertible debt instruments that may be settled in cash upon conversion, should separately account for the liability and equity components in the statement of financial condition. The excess of the initial proceeds of the convertible debt instrument over the amount allocated to the liability component creates a debt discount, which should be amortized as interest expense over the expected life of the liability. At March 31, 2010, the Company had $95 million principal amount of convertible debentures outstanding, which were issued in February 2005, bear interest at a rate of 2.625%, and are due in 2035. The Company retrospectively adopted the requirements of ASC 470-20 on January 1, 2009 resulting in a total cumulative impact of a $9 million reduction to retained earnings at December 31, 2008. The effective borrowing rate for nonconvertible debt at the time of issuance of the 2.625% convertible debentures was estimated to be 4.3%, which resulted in $18 million of the $250 million aggregate principal amount of the debentures issued, or $12 million after tax, being attributable to equity. As of March 31, 2010, the initial $18 million debt discount has been fully amortized.

- 12 -

PART I—FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Notes to Condensed Consolidated Financial Statements—(continued)

(unaudited)

2. Significant Accounting Policies (continued)

Accounting Policies Adopted in the Three Months Ended March 31, 2010

New Consolidation Guidance for Variable Interest Entities

In June 2009, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2009-17, Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities (“ASU 2009-17”), which amended the consolidation guidance for variable interest entities. The amendments include: (1) the elimination of the exemption from consolidation for qualifying special purpose entities, (2) a new approach for determining the primary beneficiary of a variable interest entity (“VIE”), which requires that the primary beneficiary have both (i) the power to control the most significant activities of the VIE and (ii) either the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE, and (3) the requirement to continually reassess the primary beneficiary of a VIE.

In February 2010 the FASB issued ASU 2010-10, Amendments to Statement 167 for Certain Investment Funds (“ASU 2010-10”). This ASU defers the application of Statement of Financial Accounting Standards (“SFAS”) No. 167, Amendments to FASB Interpretation No. 46(R), for a reporting enterprise’s interest in an entity if all of the following conditions are met:

(1) the entity either has all of the attributes of an investment company, as specified in ASC 946-10, Financial Services-Investment Companies (“ASC 946-10”) or it is industry practice to apply measurement principles for financial reporting that are consistent with those in ASC 946-10; (2) the entity is not a securitization entity, an asset-backed financing entity, or an entity formerly considered a qualifying special-purpose entity and (3) the reporting enterprise does not have an explicit or implicit obligation to fund losses of the entity that could potentially be significant to the entity.

In addition, the deferral applies to a reporting entity’s interest in an entity that is required to comply or operate in accordance with the requirement of Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds.

The amendments in this ASU clarify that for entities that do not qualify for the deferral, related parties should be considered when evaluating each of the criteria for determining whether a decision maker or service provider fee represents a variable interest.

An entity that qualifies for the deferral will continue to be assessed for consolidation under the overall guidance on variable interest entities in ASC 810, Consolidation (“ASC 810”) (before its amendment by SFAS No. 167) or other applicable consolidation guidance, including guidance for the consolidation of partnerships in ASC 810. The amendment does not defer the disclosure requirements in ASU 2009-17.

On January 1, 2010, upon adoption of the provisions of ASU 2009-17, the Company recorded a cumulative effect adjustment to appropriated retained earnings of $114 million.

Fair Value Option

ASC 825-10, Financial Instruments (“ASC 825-10”), provides a fair value option election that allows companies to irrevocably elect fair value as the initial and subsequent measurement attribute for certain financial assets and liabilities. ASC 825-10 permits entities to choose to measure eligible financial assets and liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. The decision to elect the fair value option is determined on an instrument by instrument basis, must be applied to an entire instrument and is irrevocable once elected. Assets and liabilities measured at fair value pursuant to ASC 825-10 are required to be reported separately in the statement of financial condition from those instruments measured using another accounting method. On January 1, 2010, upon adoption of ASU 2009-17, the Company elected the fair value option for eligible financial assets and liabilities upon consolidation of three collateralized loan obligations (“CLOs”), to mitigate accounting mismatches between the carrying value of the assets and liabilities and to achieve operational simplifications.

- 13 -

PART I—FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Notes to Condensed Consolidated Financial Statements—(continued)

(unaudited)

2. Significant Accounting Policies (continued)

Accounting Policies Adopted in the Three Months Ended March 31, 2010 (continued)

Appropriated Retained Earnings

Upon adoption of ASU 2009-17, BlackRock consolidated three CLOs and recorded a cumulative effect adjustment to appropriated retained earnings on the condensed consolidated statement of financial condition equal to the difference between the fair value of the CLOs’ assets and the fair value of their liabilities. Such amounts are recorded as appropriated retained earnings as the CLO noteholders, not BlackRock, ultimately will receive the benefits or absorb the losses associated with the CLOs’ assets and liabilities. Subsequent to adoption of ASU 2009-17, the net change in the fair value of the CLOs’ assets and liabilities will be recorded as net income (loss) attributable to non-controlling interests and as an adjustment to appropriated retained earnings.

Improving Disclosures about Fair Value Measurements

In January 2009, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures (“ASU 2010-06”). ASU 2010-06 amends ASC 820-10 to require new disclosures with regards to significant transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and other settlements within the Level 3 fair value rollforward. ASU 2010-06 also clarifies existing fair value disclosures about the appropriate level of disaggregation and about inputs and valuation techniques for both recurring and nonrecurring fair value measurements that fall in either Level 2 or Level 3. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales and settlements in the rollforward of activity in Level 3 fair value measurements, which are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption on January 1, 2010 of the additional disclosure requirements of ASU 2010-06 did not materially impact BlackRock’s condensed consolidated financial statements.

- 14 -

PART I—FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Notes to Condensed Consolidated Financial Statements—(continued)

(unaudited)

3. Mergers and Acquisitions

Barclays Global Investors

On December 1, 2009, BlackRock acquired from Barclays all of the outstanding equity interests of subsidiaries of Barclays conducting the investment management business of BGI in exchange for an aggregate of 37,566,771 shares of BlackRock common stock and participating preferred stock and $6.65 billion in cash. The fair value of the 37,566,771 shares at closing, on December 1, 2009, was $8.53 billion, at a price of $227.08 per share, the closing price of BlackRock’s common stock on November 30, 2009.

A summary of the initial and revised fair values of the assets acquired and liabilities and non-controlling interests assumed on December 1, 2009 in this acquisition is as follows:


(Dollar amounts in millions)	Initial Estimate of Fair Value			Purchase Price Adjustments			Revised Estimate of Fair Value
Accounts receivable	$	593		$	(12	)	$	581
Investments		125			—			125
Separate account assets		116,301			—			116,301
Collateral held under securities lending agreements		23,498			—			23,498
Property and equipment		205			(2	)		203
Finite-lived intangible management contracts (intangible assets)		163			(7	)		156
Indefinite-lived intangible management contracts (intangible assets)		9,785			25			9,810
Trade names / trademarks (indefinite-lived intangible assets)		1,403			—			1,403
Goodwill		6,842			68			6,910
Other assets		366			—			366
Separate account liabilities		(116,301	)		—			(116,301	)
Collateral liability under securities lending agreements		(23,498	)		—			(23,498	)
Deferred tax liabilities		(3,799	)		8			(3,791	)
Accrued compensation and benefits		(885	)		—			(885	)
Other liabilities assumed		(660	)		(80	)		(740	)
Non-controlling interests assumed		(12	)		—			(12	)

Total consideration, net of cash acquired	$	14,126		$	—		$	14,126


Summary of consideration, net of cash acquired:
Cash paid	$	6,650		$	—		$	6,650
Cash acquired		(1,055	)		—			(1,055	)
Capital stock at fair value		8,531			—			8,531

Total cash and stock consideration	$	14,126		$	—		$	14,126

At this time, the Company does not expect additional material changes to the value of the assets acquired or liabilities assumed in conjunction with the transaction.

Helix Financial Group LLC

In January 2010, the Company completed the acquisition of substantially all of the net assets of Helix Financial Group LLC, which provides advisory, valuation and analytics solutions to commercial real estate lenders and investors (the “Helix Transaction”). The assets acquired and liabilities assumed, as well as the total consideration paid for the acquisition, were not material to the Company’s condensed consolidated financial statements.

- 15 -

PART I—FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Notes to Condensed Consolidated Financial Statements—(continued)

(unaudited)

4. Investments

A summary of the carrying value of total investments is as follows:


	Carrying Value
(Dollar amounts in millions)	March 31, 2010		December 31, 2009
Available-for-sale investments	$	65	$	73
Held-to-maturity		40		29
Trading investments		237		167
Other investments:
Consolidated sponsored investment funds		318		360
Equity method investments		393		376
Deferred compensation plan hedge fund equity method investments		28		29
Cost method investments		15		15

Total other investments		754		780

Total investments	$	1,096	$	1,049

At March 31, 2010, the Company had $493 million of total investments held by consolidated sponsored investment funds (non-VIEs) of which $175 million and $318 million were classified as trading investments and other investments, respectively.

At December 31, 2009, the Company had $463 million of total investments held by consolidated sponsored investment funds of which $103 million and $360 million were classified as trading investments and other investments, respectively. Other investments at December 31, 2009 included $40 million related to a consolidated VIE, which has been reclassified as of January 1, 2010 to bank loans and other investments of consolidated VIEs on the condensed consolidated statement of financial condition.

- 16 -

PART I—FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Notes to Condensed Consolidated Financial Statements—(continued)

(unaudited)

4. Investments (continued)

Available-for-sale Investments

A summary of the cost and carrying value of investments classified as available-for-sale, is as follows:


(Dollar amounts in millions)
	Cost		Gross Unrealized					Carrying Value
March 31, 2010	Cost		Gains		Losses			Carrying Value
Available-for-sale investments:
Equity securities:
Sponsored investment funds	$	44	$	3	$	(2	)	$	45
Collateralized debt obligations		2		1		—			3
Debt securities:
Mortgage debt		5		1		—			6
Asset-backed debt		9		2		—			11

Total available-for-sale investments	$	60	$	7	$	(2	)	$	65


	Cost		Gross Unrealized					Carrying Value
December 31, 2009	Cost		Gains		Losses			Carrying Value
Available-for-sale investments:
Equity securities:
Sponsored investment funds	$	53	$	2	$	(1	)	$	54
Collateralized debt obligations		2		—		—			2
Debt securities:
Mortgage debt		6		1		—			7
Asset-backed debt		10		—		—			10

Total available-for-sale investments	$	71	$	3	$	(1	)	$	73

Available-for-sale investments include seed investments in BlackRock sponsored investment funds and debt securities received upon closure of an enhanced cash fund, in lieu of the Company’s remaining investment in the fund and securities purchased from another enhanced cash fund.

During the three months ended March 31, 2010 and 2009, the Company did not record any other-than-temporary impairments on available-for-sale debt securities.

The Company has reviewed the gross unrealized losses of $2 million as of March 31, 2010 related to available-for-sale equity securities, of which approximately $1 million had been in a loss position for greater than twelve months, and determined that these unrealized losses were not other-than-temporary primarily because the Company has the ability and intent to hold the securities for a period of time sufficient to allow for recovery of such unrealized losses. As a result, the Company did not record additional impairments on such equity securities.

- 17 -

PART I—FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Notes to Condensed Consolidated Financial Statements—(continued)

(unaudited)

4. Investments (continued)

Held-to-Maturity Investments

A summary of the carrying value of held-to-maturity investments is as follows:


	Carrying Value
(Dollar amounts in millions)	March 31, 2010		December 31, 2009
Held-to-maturity investments:
Foreign government debt	$	39	$	28
U.S. government debt		1		1

Total held-to-maturity investments:	$	40	$	29

Held-to-maturity investments include debt instruments held for regulatory purposes and the carrying value of these investments approximates fair value.

Trading and Other Investments

A summary of the cost and carrying value of trading and other investments is as follows:


	March 31, 2010				December 31, 2009
(Dollar amounts in millions)	Cost		Carrying Value		Cost		Carrying Value

Trading investments:
Deferred compensation plan mutual fund investments	$	49	$	43	$	49	$	42
Equity securities		157		145		112		97
Debt securities:
Municipal debt		11		11		10		11
Mortgage debt		4		4		—		—
Foreign government debt		—		—		15		15
Corporate debt		19		19		1		1
U.S. government debt		6		6		1		1
Asset-backed debt		9		9		—		—

Total trading investments	$	255	$	237	$	188	$	167

Other investments:
Consolidated sponsored investment funds	$	330	$	318	$	380	$	360
Equity method		492		393		499		376
Deferred compensation plan hedge fund equity method investments		25		28		28		29
Cost method investments		15		15		15		15

Total other investments	$	862	$	754	$	922	$	780

Trading investments include certain deferred compensation plan mutual fund investments, equity and debt securities within certain consolidated sponsored investment funds and equity and debt securities held in separate accounts for the purpose of establishing an investment history in various investment strategies before being marketed to investors.

- 18 -

PART I—FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Notes to Condensed Consolidated Financial Statements—(continued)

(unaudited)

4. Investments (continued)

Cost Method Investments

Cost method investments include non-marketable securities, including $10 million of restricted Federal Reserve Bank stock, that is held for regulatory purposes.

As of March 31, 2010, there were no indicators of impairments on these investments.

Maturity dates

The carrying value of debt securities, classified as available-for-sale, held-to-maturity and trading investments, by maturity at March 31, 2010 and December 31, 2009 is as follows:


(Dollar amounts in millions) Maturity date	March 31, 2010		December 31, 2009
<1 year	$	43	$	28
>1-5 years		7		5
>5-10 years		17		9
> 10 years		39		32

Total	$	106	$	74

At March 31, 2010 and December 31, 2009, the debt securities in the table above primarily consisted of mortgage, asset-backed, municipal, corporate, U.S. and foreign government debt securities a portion of which are held by consolidated sponsored investment funds, which are consolidated in the Company’s condensed consolidated statements of financial condition.

- 19 -

PART I—FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Notes to Condensed Consolidated Financial Statements—(continued)

(unaudited)

5. Consolidated Sponsored Investment Funds

The Company consolidates certain sponsored investment funds primarily because it is deemed to control such funds in accordance with GAAP. The investments that are owned by these consolidated sponsored investment funds are classified as other or trading investments. At March 31, 2010 and December 31, 2009, the following balances related to these funds were consolidated in the condensed consolidated statements of financial condition:


(Dollar amounts in millions)	March 31, 2010			December 31, 2009

Cash and cash equivalents	$	123		$	75
Investments		493			463
Other net assets (liabilities)		(24	)		(7	)
Non-controlling interests		(253	)		(273	)

Total net interests in consolidated investment funds	$	339		$	258

At December 31, 2009, the above balances included, a consolidated sponsored investment fund that was also deemed a VIE. This VIE as well as three consolidated CLOs, which are also VIEs, were excluded from the March 31, 2010 balances above. See Note 7, Variable Interest Entities, for further discussion.

BlackRock’s total exposure to consolidated sponsored investment funds of $339 million and $258 million at March 31, 2010 and December 31, 2009, respectively, represents the value of the Company’s economic ownership interest in these sponsored investment funds. Valuation changes associated with these consolidated investment funds are reflected in non-operating income (expense) and net income (loss) attributable to non-controlling interests.

The Company may not be readily able to access cash and cash equivalents held by consolidated sponsored investment funds to use in its operating activities. In addition, the Company may not be readily able to sell investments held by consolidated sponsored investment funds in order to obtain cash for use in its operations.

- 20 -

PART I—FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Notes to Condensed Consolidated Financial Statements—(continued)

(unaudited)

6. Fair Value Disclosures

Fair Value Hierarchy

Assets and liabilities measured at fair value on a recurring basis at March 31, 2010 were as follows:


(Dollar amounts in millions)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Other Assets Not Held at Fair Value ⁽¹⁾		March 31, 2010
Assets:
Investments
Available-for-sale
Equity	$	45	$	3	$	—	$	—	$	48
Fixed income		1		16		—		—		17

Total available-for-sale		46		19		—		—		65
Held-to-maturity
Fixed income		—		—		—		40		40

Total held-to-maturity		—		—		—		40		40
Trading
Equity		133		12		—		—		145
Fixed income		—		49		—		—		49
Deferred compensation plan mutual fund investments		43		—		—		—		43

Total trading		176		61		—		—		237
Other investments:
Consolidated sponsored investment funds:
Hedge funds / Funds of funds		—		—		25		—		25
Private equity		13		—		280		—		293

Total Consolidated sponsored investment funds		13		—		305		—		318
Equity method
Fixed income mutual fund		—		10		—		—		10
Hedge funds / Funds of funds		—		—		237		23		260
Private equity funds		—		—		58		18		76
Real estate funds		—		—		39		8		47

Total equity method		—		10		334		49		393

Deferred compensation plan hedge fund equity method investments		—		11		17		—		28
Cost method investments		—		—		—		15		15

Total investments		235		101		656		104		1,096

Separate account assets
Equity		73,920		58		63		—		74,041
Fixed income		—		37,027		1,090		—		38,117
Derivatives		4		1,453		—		—		1,457
Money market funds		1,764		—		—		—		1,764
Other		—		—		—		808		808

Total separate account assets		75,688		38,538		1,153		808		116,187
Collateral held under securities lending agreements
Equity		8,463		—		—		—		8,463
Fixed income		—		4,954		—		—		4,954

Total collateral held under securities lending agreements		8,463		4,954		—		—		13,417


Other assets⁽²⁾		—		11		24		—		35
Assets of consolidated VIEs
Bank loans		—		1,154		—		—		1,154
Bonds		—		93		—		—		93
Private equity		3		—		35		—		38
Other		—		3		—		—		3

Total investments of consolidated VIEs		3		1,250		35		—		1,288

Total	$	84,389	$	44,854	$	1,868	$	912	$	132,023


Liabilities:
Borrowings of consolidated VIEs	$	—	$	—	$	1,214	$	—	$	1,214
Collateral liability under securities lending agreements		8,463		4,954		—		—		13,417
Other liabilities		—		7		—		—		7

Total liabilities measured at fair value	$	8,463	$	4,961	$	1,214	$	—	$	14,638

⁽¹⁾

Comprised of equity method investments, which include investment companies and other assets, which in accordance with GAAP are not accounted for under a fair value measure. In accordance with GAAP, certain equity method investees do not account for both their financial assets and financial liabilities under fair value measures; therefore, the Company’s investment in such equity method investees may not represent fair value.

⁽²⁾	Includes disposal group assets and company-owned and split-dollar life insurance policies.

- 21 -

PART I—FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Notes to Condensed Consolidated Financial Statements—(continued)

(unaudited)

6. Fair Value Disclosures (continued)

Fair Value Hierarchy (continued)

Assets and liabilities measured at fair value on a recurring basis at December 31, 2009 were as follows:


(Dollar amounts in millions)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Other Assets Not Held at Fair Value ⁽¹⁾		December 31, 2009
Assets:
Investments:
Available-for-sale	$	53	$	20	$	—	$	—	$	73
Held-to-maturity		—		—		—		29		29
Trading		118		49		—		—		167
Other investments:
Consolidated sponsored investment funds		22		—		338		—		360
Equity method		—		1		334		41		376
Deferred compensation plan hedge fund equity method investments		—		14		15		—		29
Cost method investments		—		—		—		15		15

Total investments		193		84		687		85		1,049
Separate account assets		99,983		17,599		1,292		755		119,629
Collateral held under securities lending agreements		11,580		7,755		—		—		19,335
Other assets⁽²⁾		—		11		46		—		57

Total	$	111,756	$	25,449	$	2,025	$	840	$	140,070


Liabilities:
Collateral liability under securities lending agreements	$	11,580	$	7,755	$	—	$	—	$	19,335

⁽¹⁾

⁽²⁾	Includes disposal group assets and company-owned and split-dollar life insurance policies.

- 22 -

PART I—FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Notes to Condensed Consolidated Financial Statements—(continued)

(unaudited)

6. Fair Value Disclosures (continued)

Separate Account Assets

BlackRock Pensions Limited and BlackRock Asset Management Pensions Limited, both wholly-owned subsidiaries of the Company, are registered life insurance companies that maintain separate account assets, representing segregated funds held for purposes of funding individual and group pension contracts, and equal and offsetting separate account non-financial liabilities. The changes in Level 3 assets in the three months ended March 31, 2009, primarily related to purchases, sales and gains/(losses). The net investment income and net gains and losses attributable to separate account assets accrue directly to the contract owner and are not reported as non-operating income (expense) on the condensed consolidated statements of income.

Money Market Funds within Cash and Cash Equivalents

At March 31, 2010 and December 31, 2009, approximately $0.3 billion and $1.4 billion, respectively, of money market funds were recorded within cash and cash equivalents on the Company’s condensed consolidated statements of financial condition. Money market funds are valued through the use of quoted market prices (a Level 1 input), or $1, which is generally the net asset value of the fund.

Level 3 Assets

Level 3 assets recorded within investments, which include equity method investments and consolidated investments of real estate funds, private equity funds and funds of private equity funds, are valued based upon valuations received from internal as well as third party fund managers. Fair valuations at the underlying funds are based on a combination of methods, which may include third-party independent appraisals and discounted cash flow techniques. Direct investments in private equity companies held by funds of private equity funds are valued based on an assessment of each underlying investment, incorporating evaluation of additional significant third party financing, changes in valuations of comparable peer companies, the business environment of the companies and market indices, among other factors. Level 3 assets recorded within separate account assets may include single broker non-binding quotes for fixed income securities.

Level 3 assets recorded as investments of consolidated VIEs, include a private equity fund valued based upon valuations received from internal as well as well as third party funds managers.

Level 3 Liabilities

Level 3 liabilities recorded as borrowings of consolidated VIEs, include CLO borrowings valued based upon non-binding broker quotes.

- 23 -

PART I—FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Notes to Condensed Consolidated Financial Statements—(continued)

(unaudited)

6. Fair Value Disclosures (continued)

Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for the Three Months Ended March 31, 2010


(Dollar amounts in millions)	December 31, 2009		Realized and unrealized gains / (losses), net			Purchases, sales, other settlements and issuances, net			Net transfers in and/or out of Level 3			March 31, 2010		Total net gains (losses) included in earnings⁽¹⁾
Assets:
Investments:
Consolidated sponsored investment funds
Hedge funds / Funds of funds	$	26	$	—		$	(1	)	$	—		$	25	$	(1	)
Private equity		312		4			(36	)		—			280		5
Equity method
Hedge funds / Funds of funds		247		13			(23	)		—			237		14
Private equity funds		51		—			7			—			58		1
Real estate funds		36		(1	)		4			—			39		(1	)
Deferred compensation plan hedge funds		15		2			—			—			17		2

Total investments		687		18			(49	)		—			656		20
Separate account assets
Equity		5		—			(3	)		61			63
Fixed income		1,287		34			185			(416	)		1,090

Total separate account assets		1,292		34			182			(355	)		1,153		n/a	⁽²⁾

Other assets		46		(12	)		(10	)		—			24		(12	)

Private equity assets of consolidated VIEs		—		2			33			—			35		n/a	⁽³⁾


Total assets measured at fair value	$	2,025	$	42		$	156		$	(355	)	$	1,868

Liabilities:

Borrowings of consolidated VIEs	$	—	$	(57	)	$	1,157			—		$	1,214		n/a	⁽³⁾

n/a – Not applicable

⁽¹⁾	Earnings attributable to the change in unrealized gains or (losses) relating to assets still held at the reporting date.

⁽²⁾	The net investment income and net gains and losses attributable to separate account assets accrue directly to the contract owner and are not reported as non-operating income (expense) on the Company’s condensed consolidated statements of income.

⁽³⁾	The net investment income (expense) attributable to assets and borrowings of consolidated VIEs are solely allocated to non-controlling interests on the Company’s condensed consolidated statements of income.

- 24 -

PART I—FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Notes to Condensed Consolidated Financial Statements—(continued)

(unaudited)

6. Fair Value Disclosures (continued)

Changes in Level 3 Investments and Other Assets Measured at Fair Value on a Recurring Basis for the Three Months Ended March 31, 2009


(Dollar amounts in millions)	December 31, 2008		Realized and unrealized gains / (losses), net			Purchases, sales, other settlements and issuances, net			Net transfers in and/or out of Level 3			March 31, 2009		Total net gains (losses) included in earnings⁽¹⁾
Investments	$	813	$	(118	)	$	(10	)	$	(19	)	$	666	$	(116	)
Other assets		64		(14	)		1			—			51		(14	)

Total assets measured at fair value	$	877	$	(132	)	$	(9	)	$	(19	)	$	717	$	(130	)

⁽¹⁾	Earnings attributable to the change in unrealized gains or (losses) relating to assets still held at the reporting date.

Realized and unrealized gains and losses for Level 3 investments

Realized and unrealized gains and losses recorded for Level 3 investments are reported in non-operating income (expense) on the Company’s condensed consolidated statements of income. A portion of net income (loss) for consolidated investments is allocated to non-controlling interests to reflect net income (loss) not attributable to the Company.

Significant Transfers in and/or out of Levels

Transfers in and/or out of Levels are reflected as of the beginning of the period when significant inputs, including market inputs or performance attributes, used for the fair value measurement become observable or when the book value of certain equity method investments no longer represents fair value as determined under fair value methodologies.

Upon a change in valuation sources, approximately $61 million of separate account assets transferred from Level 1 to Level 3 and $416 million from Level 3 to Level 2.

Significant Other Settlements

As of January 1, 2010, upon the adoption of ASU 2009-17 there was a $35 million reclass out of Level 3 private equity investments to Level 3 private equity assets of consolidated VIEs.

- 25 -

PART I—FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Notes to Condensed Consolidated Financial Statements—(continued)

(unaudited)

6. Fair Value Disclosures (continued)

Investments in Certain Entities that Calculate Net Asset Value Per Share

As a practical expedient to value certain investments, the Company relies on net asset values as the fair value for certain investments. The following table lists information regarding all investments that use a fair value measurement to account for both their financial assets and financial liabilities in their calculation of a net asset value per share (or its equivalent):


(Dollars amounts in millions)	Fair Value		Total Unfunded Commitment		Redemption Frequency	Redemption Notice Period

Trading:
Equity^(a)	$	12	$	—	Daily (100)%	n/a

Consolidated sponsored investment funds:
Private equity fund of funds^(b)		280		78	n/a	n/a

Other fund of funds^(c)		9		—	Monthly (39)%, Quarterly (51)% Semi-annually and Annually (10)%	30 – 120 days

Equity method⁽¹⁾:
Hedge funds/funds of hedge funds^(d)		237		91	Monthly (8)%, Quarterly (18)%, n/a (74)%	15 – 90 days
Private equity funds^(e)		58		73	n/a	n/a
Real estate funds^(f)		39		61	n/a	n/a

Deferred compensation plan hedge fund investments^(g)		28		—	Monthly (10)%, Quarterly (90)%	30 – 60 days

Private equity assets of consolidated VIEs^(h)		35		3	n/a	n/a

Total	$	698	$	306

n/a— not applicable

⁽¹⁾	Comprised of equity method investments, which include investment companies, which in accordance with GAAP account for both their financial assets and financial liabilities under fair value measures; therefore, the Company’s investment in such equity method investees approximates fair value.

^(a)

This category includes several consolidated offshore feeder funds that invest in multiple equity strategies to diversify risks. The fair values of the investments in this category have been estimated using the net asset value of master offshore funds held by the feeder funds. Investments in this category can generally be redeemed, as long as there are no restrictions in place by the underlying master funds.

- 26 -

PART I—FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Notes to Condensed Consolidated Financial Statements—(continued)

(unaudited)

6. Fair Value Disclosures (continued)

Investments in Certain Entities that Calculate Net Asset Value Per Share (continued)

^(b)

This category includes the underlying third party private equity funds within consolidated BlackRock sponsored private equity funds of funds. The fair values of the investments in the third party funds have been estimated using the net asset value of the Company’s ownership interest in partners’ capital in each fund in the portfolio as well as other performance inputs. These investments are not subject to redemption, however for certain funds the Company may sell or transfer its interest, which may need approval by the general partner of the underlying funds. Due to the nature of the investments in this category, the Company reduces its investment via distributions that are received through the realization of the underlying assets of the funds. It is estimated that the underlying assets of these funds would be liquidated over a weighted average period of approximately 9 years.

Total remaining unfunded commitments to other third party funds is $78 million. The Company is contractually obligated to fund only $52 million to the consolidated funds, while the remaining unfunded balance in the table above would be funded by capital contributions from non-controlling interest holders.

^(c)

This category includes several consolidated funds of funds that invest in multiple strategies to diversify risks. The fair values of the investments in this category have been estimated using the net asset value of the fund’s ownership interest in partners’ capital of each fund in the portfolio. Investments in this category can generally be redeemed, as long as there are no restrictions in place by the underlying funds.

^(d)

This category includes hedge funds and funds of hedge funds that invest primarily in equities, fixed income securities, distressed credit and mortgage instruments and other third party hedge funds. The fair values of the investments in this category have been estimated using the net asset value of the Company’s ownership interest in partners’ capital. It is estimated that the investments in the funds that are not subject to redemptions would be liquidated over a weighted average period of less than 8 years.

^(e)

This category includes several private equity funds that initially invest in non-marketable securities of private companies, which ultimately may become public in the future. The fair values of these investments have been estimated using the net asset value of the Company’s ownership interest in partners’ capital as well as other performance inputs. The Company’s investment in each fund is not subject to redemption and is normally returned through distributions as a result of the liquidation of the underlying assets of the private equity funds. It is estimated that the investment in these funds would be liquidated over a weighted average period of approximately 8 years.

^(f)

This category includes several real estate funds that invest primarily to acquire, expand, renovate, finance, hold for investment, and ultimately sell income-producing apartment properties or to capitalize on the distress in the residential real estate market. The fair values of the investments in this category have been estimated using the net asset value of the Company’s ownership interest in partners’ capital. The Company’s investment in each fund is not subject to redemption and is normally returned through distributions as a result of the liquidation of the underlying assets of the real estate funds. It is estimated that the investments in these funds would be liquidated over a weighted average period of approximately 14 years.

^(g)

This category includes investments in certain hedge funds that invest in energy and health science related equity securities. The fair values of the investments in this category have been estimated using the net asset value of the Company’s ownership interest in partners’ capital as well as performance inputs.

^(h)

This category includes the underlying third party private equity funds within one consolidated BlackRock sponsored private equity fund of funds. The fair values of the investments in the third party funds have been estimated using the net asset value of the Company’s ownership interest in partners’ capital in each fund in the portfolio as well as other performance inputs. These investments are not subject to redemption, however for certain funds the Company may sell or transfer its interest, which may need approval by the general partner of the underlying funds. Due to the nature of the investments in this category, the Company reduces its investment via distributions that are received through the realization of the underlying assets of the funds. It is estimated that the underlying assets of these funds would be liquidated over a weighted average period of approximately 5 years. Total remaining unfunded commitments to other third party funds is $3 million, which will be funded by capital contributions from non-controlling interest holders.

- 27 -

PART I—FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Notes to Condensed Consolidated Financial Statements—(continued)

(unaudited)

6. Fair Value Disclosures (continued)

Fair Value Option

Upon consolidation of three CLOs, the Company elected to adopt the fair value accounting provisions for eligible assets, including bank loans and borrowings of the CLOs. To the extent there is a difference between the change in fair value of the assets and liabilities, the difference will be reflected as net income attributable to nonredeemable non-controlling interests on the condensed consolidated statements of income and offset by a change in appropriated retained earnings on the condensed consolidated statements of financial condition.

The following table presents, as of March 31, 2010, the fair value of those assets and liabilities selected for fair value accounting:


(Dollars amounts in millions)

CLO Bank Loans:	March 31, 2010
Fair value	$	1,154
Aggregate principal amounts outstanding	$	1,303
Aggregate unpaid principal balance in excess of fair value	$	149
Unpaid principal balance of loans more than 90 days past due	$	9
Aggregate fair value of loans more than 90 days past due	$	1
Aggregate unpaid principal balance in excess of fair value for loans more than 90 days past due	$	8

CLO Borrowings:
Fair value	$	1,214
Aggregate principal amounts outstanding	$	1,433

The principal amounts outstanding of the borrowings issued by the CLOs mature between 2016 and 2019.

During the three months ended March 31, 2010, the change in fair value of the bank loans, along with the bonds held at fair value, resulted in a $67 million gain which was offset by a $67 million loss in the fair value of the CLO borrowings, which were recorded in non-operating income (expense). The change in fair value of the assets and liabilities includes interest income and expense, respectively.

- 28 -

PART I—FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Notes to Condensed Consolidated Financial Statements—(continued)

(unaudited)

7. Variable Interest Entities

In the normal course of business, the Company is the manager of various types of sponsored investment vehicles, including collateralized debt/loan obligations (“CDO” or “CLO”) and sponsored investment funds, which may be considered VIEs. The Company receives advisory fees or other incentive related fees for its services and may from time to time own equity or debt securities or enter into derivatives with the vehicles, each of which are considered variable interests. The Company enters into these variable interests principally to address client needs through the launch of such investment vehicles. The VIEs are primarily financed via capital contributed by equity and debt holders. The Company’s involvement in financing the operations of the VIEs is limited to its equity interests.

The primary beneficiary of a VIE that is an investment fund that meets the conditions of ASU 2010-10 is the enterprise that has a variable interest (or combination of variable interests, including those of related parties) that will absorb a majority of the entity’s expected losses, receive a majority of the entity’s expected residual returns or both. The primary beneficiary of a CDO/CLO that is a VIE that does not meet the conditions of ASU 2010-10 is the enterprise that has the power to direct activities of the entity and has the obligation to absorb losses or the right to receive benefits that potentially could be significant to the CDO/CLO.

In order to determine whether the Company is the primary beneficiary of a VIE, management must make significant estimates and assumptions of probable future cash flows of the VIEs. Assumptions made in such analyses may include, but are not limited to, market prices of securities, market interest rates, potential credit defaults on individual securities or default rates on a portfolio of securities, pre-payments, realization of gains, liquidity or marketability of certain securities, discount rates and the probability of certain other outcomes.

VIEs in which BlackRock is the Primary Beneficiary

As of March 31, 2010

As of March 31, 2010, BlackRock was the primary beneficiary of four VIEs, which included three CLOs, in which it did not have an investment, however, BlackRock, as the collateral manager, was deemed to have both the power to control the activities of the CLOs and the right to receive benefits that could potentially be significant. In addition, BlackRock was the primary beneficiary of one private sponsored investment fund, in which it had a non-substantive investment, which absorbed the majority of the variability due to its de-facto third party relationships with other partners in the fund. At March 31, 2010 the following balances related to these four VIEs were consolidated in the Company’s condensed consolidated statements of financial condition:


(Dollar amounts in millions)	March 31, 2010

Assets of consolidated VIEs
Cash and cash equivalents	$	90
Bank loans, bonds and other investments		1,288
Liabilities of consolidated VIEs
Borrowings		(1,214	)
Other liabilities		(4	)
Appropriated retained earnings		(114	)
Non-controlling interests of consolidated VIEs		(46	)

Total net interests in consolidated VIEs	$	—

For the three months ended March 31, 2010, the Company recorded non-operating income of $1 million offset by a $1 million net gain attributable to nonredeemable non-controlling interests on the Company’s condensed consolidated statements of income. For the three months ended March 31, 2009, the Company recorded a non-operating expense of $12 million offset by a $12 million net loss attributable to non-controlling interests on its condensed consolidated statements of income.

At March 31, 2010, bank loans, bonds and other investments were $1,154 million, $93 million, and $41 million, respectively. The weighted average maturity of the bank loans and bonds was approximately 4.1 years.

- 29 -

PART I—FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Notes to Condensed Consolidated Financial Statements—(continued)

(unaudited)

7. Variable Interest Entities (continued)

VIEs in which BlackRock is the Primary Beneficiary (continued)

As of December 31, 2009

As of December 31, 2009, BlackRock was the primary beneficiary of one VIE, a private sponsored investment fund, in which it had a non-substantive investment, due to its de-facto third party relationships with other partners in the fund. Due to the consolidation of this VIE, at December 31, 2009, the Company recorded $54 million of net assets, primarily comprised of investments and cash and cash equivalents. These net assets were offset by $54 million of nonredeemable non-controlling interests, which reflect the equity ownership of third parties, on the Company’s condensed consolidated statements of financial condition.

VIEs in which the Company holds significant variable interests or is the sponsor that holds a variable interest but is not the Primary Beneficiary of the VIE

At March 31, 2010 and December 31, 2009, the Company’s carrying value of assets and liabilities and its maximum risk of loss related to VIEs in which it holds a significant variable interest or is the sponsor that holds a variable interest, but for which it was not the primary beneficiary, were as follows:

As of March 31, 2010


	(Dollar amounts in millions)
	Variable Interests on the Condensed Consolidated Statement of Financial Condition
	Investments		Advisory Fee Receivables		Other Net Assets (Liabilities)			Maximum Risk of Loss
CDOs/CLOs	$	3	$	2	$	(3	)	$	22
Other sponsored investment funds		14		318		(—	)		332

Total	$	17	$	320	$	(3	)	$	354

The size of the net assets of the VIEs that the Company does not consolidate related to CDOs/CLOs, collective trust funds and other sponsored investment funds were as follows:

•

CDOs/CLOs – approximately ($6) billion, comprised of approximately $9 billion of assets at fair value and $15 billion of liabilities, primarily comprised of unpaid principal debt obligations to CDO/CLO debt holders.

•

Other sponsored investments funds – approximately $1.5 trillion to $1.6 trillion

•

This amount includes approximately $1.1 trillion of collective trusts. Each collective trust has been aggregated separately and may include collective trusts that invest in other collective trusts.

•

The net assets of the VIEs are primarily comprised of cash and cash equivalents and investments offset by liabilities primarily comprised of various accruals for the sponsored investment vehicles.

At March 31, 2010, BlackRock’s maximum risk of loss associated with these VIEs primarily relates to: (i) BlackRock’s equity investments, (ii) advisory fee receivables and (iii) credit protection sold by BlackRock to a third party in a synthetic CDO transaction.

- 30 -

PART I—FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Notes to Condensed Consolidated Financial Statements—(continued)

(unaudited)

7. Variable Interest Entities (continued)

VIEs in which BlackRock holds significant variable interests or is the sponsor that holds a variable interest but is not the Primary Beneficiary of the VIE (continued)

As of December 31, 2009


	(Dollar amounts in millions)
	Variable Interests on the Condensed Consolidated Statement of Financial Condition
	Investments		Advisory Fee Receivables		Other Net Assets (Liabilities)			Maximum Risk of Loss
CDOs/CLOs	$	2	$	2	$	(2	)	$	21
Other sponsored investment funds		14		254		(7	)		268

Total	$	16	$	256	$	(9	)	$	289

The size of the net assets of the VIEs that the Company does not consolidate related to CDOs/CLOs, collective trust funds and other sponsored investment funds were as follows:

•

CDOs/CLOs – approximately ($8) billion, comprised of approximately $10 billion of assets at fair value and $18 billion of liabilities, primarily comprised of unpaid principal debt obligations to CDO/CLO debt holders.

•

Other sponsored investments funds – approximately $1.5 trillion to $1.6 trillion

•

This amount includes approximately $1.1 trillion of collective trusts. Each collective trust has been aggregated separately and may include collective trusts that invest in other collective trusts.

•

The net assets of the VIEs are primarily comprised of cash and cash equivalents and investments offset by liabilities primarily comprised of various accruals for the sponsored investment vehicles.

At December 31, 2009, BlackRock’s maximum risk of loss associated with these VIEs primarily relates to: (i) BlackRock’s equity investments, (ii) advisory fee receivables and (iii) credit protection sold by BlackRock to a third party in a synthetic CDO transaction.

- 31 -

PART I—FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Notes to Condensed Consolidated Financial Statements—(continued)

(unaudited)

8. Derivatives and Hedging

For the three months ended March 31, 2010 and the year ended December 31, 2009, the Company did not hold any derivatives designated in a formal hedge relationship under ASC 815-10, Derivatives and Hedging (“ASC 815-10”).

By using derivative financial instruments, the Company exposes itself to market and counterparty risk. Market risk from forward foreign currency exchange contracts is the effect on the value of a financial instrument that results from a change in currency exchange rates. The Company manages exposure to market risk associated with foreign currency exchange contracts by establishing and monitoring parameters that limit the types and degrees of market risk that may be undertaken. At March 31, 2010, the Company had two outstanding forward foreign exchange contracts with two counterparties with an aggregate notional value of $100 million.

During 2007, the Company commenced a program to enter into a series of total return swaps to economically hedge against market price exposures with respect to certain seed investments in sponsored investment products. At March 31, 2010, the Company had seven outstanding total return swaps with two counterparties with an aggregate notional value of approximately $24 million.

The Company acts as the portfolio manager in a series of credit default swap transactions, referred to collectively as the Pillars synthetic CDO transaction (“Pillars”). The Company has entered into a credit default swap with Citibank, N.A. (“Citibank”), providing Citibank credit protection of approximately $17 million, representing the Company’s maximum risk of loss with respect to the provision of credit protection. Pursuant to ASC 815-10, the Company carries the Pillars credit default swap at fair value based on the expected future cash flows under the arrangement.

On behalf of clients that maintain separate accounts representing segregated funds held for the purpose of funding individual and group pension contracts, the Company invests in various derivative instruments, including forward foreign currency contracts, interest rate and inflation rate swaps.

The Company consolidates certain sponsored investment funds, which may utilize derivative instruments as a part of the fund’s investment strategy. The change in fair value of such derivatives, which is recorded in non-operating income (expense) is not material to the Company’s condensed consolidated financial statements.

- 32 -

PART I—FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Notes to Condensed Consolidated Financial Statements—(continued)

(unaudited)

8. Derivatives and Hedging (continued)

The following table presents the fair value as of March 31, 2010 of derivative instruments not designated as hedging instruments:


	Assets			Liabilities
(Dollar amounts in millions)	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Foreign exchange contracts	Other assets	$	—	Other liabilities	$	3.6
Total return swaps	Other assets		—	Other liabilities		0.4
Credit default swap (Pillars)	Other assets		—	Other liabilities		2.5
Separate account derivatives ⁽¹⁾	Separate account assets		1,457.0	Separate account liabilities		1,457.0

Total		$	1,457.0		$	1,463.5

⁽¹⁾	Derivatives associated with separate account assets include interest rate, inflation rate swaps, futures and foreign currency contracts.

The following table presents the fair value as of December 31, 2009 of derivative instruments not designated as hedging instruments:


	Assets			Liabilities
(Dollar amounts in millions)	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Foreign exchange contracts	Other assets	$	0.2	Other liabilities	$	—
Total return swaps	Other assets		—	Other liabilities		0.4
Credit default swap (Pillars)	Other assets		—	Other liabilities		2.5
Separate account derivatives ⁽¹⁾	Separate account assets		1,501.0	Separate account liabilities		1,501.0

Total		$	1,501.2		$	1,503.9

⁽¹⁾	Derivatives associated with separate account assets include interest rate, inflation rate swaps, futures and foreign currency contracts.

- 33 -

PART I—FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Notes to Condensed Consolidated Financial Statements—(continued)

(unaudited)

8. Derivatives and Hedging (continued)

The following table presents gains (losses) recognized in income for the three months ended March 31, 2010 on derivative instruments:


(Dollar amounts in millions)	Income Statement Location	Amount of Gain (Loss) Recognized in Income on Derivative Instruments
Foreign exchange contracts	General and administration expense	$	(3.8	)
Total return swaps	Non-operating income (expense)		(0.5	)
Credit default swap (Pillars)	Non-operating income (expense)		(0.1	)

Total		$	(4.4	)

Net realized and unrealized gains and losses attributable to derivatives held by separate account assets and liabilities accrue directly to the contract owner and are not reported as non-operating income (expense) in the Company’s condensed consolidated statements of income.

9. Goodwill

Goodwill at March 31, 2010 and changes during the three months ended March 31, 2010 were as follows:


(Dollar amounts in millions)
December 31, 2009, as reported	$	12,570
BGI purchase price allocation adjustment		68

December 31, 2009, as adjusted		12,638
Other net additions		3

March 31, 2010	$	12,641

In accordance with ASC 805, goodwill has been retrospectively adjusted to reflect new information obtained about facts that existed as of December 1, 2009, the BGI acquisition date. During the three months ended March 31, 2010, goodwill increased by $71 million. The increase relates primarily to purchase price allocation adjustments related to the BGI Transaction, the purchase of substantially all of the net assets of Helix Financial Group, LLC, offset by a decline related to tax benefits realized from tax-deductible goodwill in excess of book goodwill.

At March 31, 2010, the balance of the Quellos tax-deductible goodwill in excess of book goodwill was approximately $364 million. Goodwill related to the Quellos Transaction will continue to be reduced in future periods by the amount of tax benefits realized from tax-deductible goodwill in excess of book goodwill.

- 34 -

PART I—FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Notes to Condensed Consolidated Financial Statements—(continued)

(unaudited)

10. Intangible Assets

The carrying amounts of identifiable intangible assets are summarized as follows:


(Dollar amounts in millions)	Indefinite-lived intangible assets		Finite-lived intangible assets			Total
December 31, 2009, as reported	$	16,566	$	1,082		$	17,648
BGI purchase price allocation adjustments		25		(7	)		18

December 31, 2009, as adjusted		16,591		1,075			17,666
Amortization expense		—		(40	)		(40	)

March 31, 2010	$	16,591	$	1,035		$	17,626

In accordance with ASC 805, intangible assets have been retrospectively adjusted to reflect new information obtained about facts that existed as of December 1, 2009, the BGI acquisition date. During the three months ended March 31, 2010, intangible assets decreased $22 million related to amortization, partially offset by BGI purchase price allocation adjustments.

11. Borrowings

Short-Term Borrowings

2007 Facility

In August 2007, the Company entered into a five-year $2.5 billion unsecured revolving credit facility (the “2007 facility”), which permits the Company to request an additional $500 million of borrowing capacity, subject to lender credit approval, up to a maximum of $3.0 billion. The 2007 facility requires the Company not to exceed a maximum leverage ratio (ratio of net debt to earnings before interest, taxes, depreciation and amortization, where net debt equals total debt less domestic unrestricted cash) of 3 to 1, which was satisfied with a ratio of less than 1 to 1 at March 31, 2010.

The 2007 facility provides back-up liquidity, funds ongoing working capital for general corporate purposes and funds various investment opportunities. At March 31, 2010, the Company had $100 million outstanding under the 2007 facility with an interest rate of 0.43% and a maturity date during May 2010.

Lehman Commercial Paper Inc. has a $140 million participation under the 2007 Facility; however BlackRock does not expect that Lehman Commercial Paper Inc. will honor its commitment to fund additional amounts. Bank of America Corporation (“Bank of America”), a related party, has a $140 million participation under the 2007 facility.

- 35 -

PART I—FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Notes to Condensed Consolidated Financial Statements—(continued)

(unaudited)

11. Borrowings (continued)

Short-Term Borrowings (continued)

Commercial Paper Program

On October 14, 2009, BlackRock established a commercial paper program (the “CP Program”) under which the Company may issue unsecured commercial paper notes (the “CP Notes”) on a private placement basis up to a maximum aggregate amount outstanding at any time of $3 billion. The proceeds of the commercial paper issuances were used for the financing of a portion of the BGI Transaction. Subsidiaries of Bank of America and Barclays, as well as other third parties, act as dealers under the CP Program. The CP Program is supported by the 2007 facility.

The Company began issuance of CP Notes under the CP Program on November 4, 2009. As of March 31, 2010, BlackRock had approximately $780 million of outstanding CP Notes with a weighted average interest rate of 0.20% and a weighted average maturity of 22 days. As of May 6, 2010, BlackRock had $616 million of outstanding CP Notes with a weighted average interest rate of 0.23% and a weighted average maturity of 23 days.

Japan Commitment-line

In June 2009, BlackRock Japan Co., Ltd., a wholly owned subsidiary of the Company, renewed a five billion Japanese yen commitment-line agreement with a banking institution (the “Japan Commitment-line”). The term of the Japan Commitment-line was one year and interest accrued at the applicable Japanese short-term prime rate. The Japan Commitment-line is intended to provide liquidity and flexibility for operating requirements in Japan. At March 31, 2010, the Company had no borrowings outstanding on the Japan Commitment-line.

Convertible Debentures

The carrying value of the 2.625% convertible debentures due in 2035 included the following:


(Dollar amounts in millions)	March 31, 2010		December 31, 2009
Maturity amount	$	95	$	243
Unamortized discount		—		—

Carrying value	$	95	$	243

The Company recognized $1 million and $3 million for the three months ended March 31, 2010 and 2009, respectively of interest expense, comprised of $1 million and $2 million related to the coupon and less than $1 million and $1 million related to amortization of the discount for the three months ended March 31, 2010 and 2009, respectively. At March 31, 2010, the estimated fair value of the convertible debentures was $204 million, which was estimated using a market price at March 31, 2010.

On February 15, 2009, the convertible debentures became convertible at the option of the holder into cash and shares of the Company’s common stock at any time prior to maturity. During the three months ended March 31, 2010, holders of $148 million of debentures converted their holdings into cash and shares. In addition, through May 6, 2010, holders of an additional $24 million of debentures elected to convert their holdings into cash and shares.

- 36 -

PART I—FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Notes to Condensed Consolidated Financial Statements—(continued)

(unaudited)

11. Borrowings (continued)

Long-Term Borrowings

2017 Notes

In September 2007, the Company issued $700 million in aggregate principal amount of 6.25% senior unsecured notes maturing on September 15, 2017 (the “2017 Notes”). Interest is payable semi-annually on March 15 and September 15 of each year, or approximately $44 million per year. The 2017 Notes may be redeemed prior to maturity at any time in whole or in part at the option of the Company at a “make-whole” redemption price. The 2017 Notes were issued at a discount of $6 million, which is being amortized over their ten-year term. The Company incurred approximately $4 million in debt issuance costs, which are included in other assets on the condensed consolidated statements of financial condition and are being amortized over the term of the 2017 Notes.

2012, 2014 and 2019 Notes

In December 2009, the Company issued $2.5 billion in aggregate principal amount of unsecured and unsubordinated obligations. These notes were issued as three separate series of senior debt securities including $0.5 billion of 2.25% notes, $1.0 billion of 3.50% notes and $1.0 billion of 5.0% notes maturing in December 2012, 2014 and 2019, respectively. Net proceeds of this offering were used to repay borrowings under the CP Program and for general corporate purposes. Interest on these notes is payable semi-annually on June 10 and December 10 of each year beginning June 10, 2010, or approximately $96 million per year. These notes may be redeemed prior to maturity at any time in whole or in part at the option of the Company at a “make-whole” redemption price. These notes were issued collectively at a discount of $5 million that is being amortized over the term of the notes. The Company incurred approximately $13 million in debt issuance costs, which are included in other assets on the condensed consolidated statements of financial condition and are being amortized over the terms of the these notes.

Carrying Value and Fair Value of Long-Term Borrowings

The carrying value and fair value of long-term borrowings estimated using an applicable bond index at March 31, 2010 included the following:


(Dollar amounts in millions)	2.25% Notes due 2012			3.50% Notes due 2014			6.25% Notes due 2017			5.00% Notes due 2019			Total Long-term Borrowings
Maturity amount	$	500		$	1,000		$	700		$	1,000		$	3,200
Unamortized discount		(1	)		(1	)		(4	)		(3	)		(9	)

Carrying value	$	499		$	999		$	696		$	997		$	3,191

Fair value	$	504		$	1,010		$	768		$	1,001		$	3,283

- 37 -

PART I—FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Notes to Condensed Consolidated Financial Statements—(continued)

(unaudited)

11. Borrowings (continued)

Carrying Value and Fair Value of Long-Term Borrowings (continued)

The carrying value and fair value of long-term borrowings estimated using an applicable bond index at December 31, 2009 included the following:


(Dollar amounts in millions)	2.25% Notes due 2012			3.50% Notes due 2014			6.25% Notes due 2017			5.00% Notes due 2019			Total Long- term Borrowings

Maturity amount	$	500		$	1,000		$	700		$	1,000		$	3,200
Unamortized discount		(1	)		(1	)		(4	)		(3	)		(9	)

Carrying value	$	499		$	999		$	696		$	997		$	3,191


Fair value	$	497		$	987		$	751		$	987		$	3,222

12. Commitments and Contingencies

Investment Commitments

At March 31, 2010 the Company had approximately $301 million of investment commitments relating primarily to funds of private equity funds, real estate funds and hedge funds. Amounts to be funded generally are callable at any point prior to the expiration of the commitment. This amount excludes additional commitments made by consolidated funds of funds to underlying third party funds as third party non-controlling interest holders have the legal obligation to fund the respective commitments of such funds of funds.

Legal Proceedings

From time to time, BlackRock receives subpoenas or other requests for information from various U.S. federal, state governmental and regulatory authorities in connection with certain industry-wide or other investigations or proceedings. It is BlackRock’s policy to cooperate fully with such inquiries. The Company and certain of its subsidiaries have been named as defendants in various legal actions, including arbitrations and other litigation arising in connection with BlackRock’s activities. Additionally, certain of the investment funds that the Company manages are subject to lawsuits, any of which potentially could harm the investment returns of the applicable fund or result in the Company being liable to the funds for any resulting damages.

Management, after consultation with legal counsel, currently does not anticipate that the aggregate liability, if any, arising out of regulatory matters or lawsuits will have a material adverse effect on BlackRock’s earnings, financial position, or cash flows although, at the present time, management is not in a position to determine whether any such pending or threatened matters will have a material adverse effect on BlackRock’s results of operations in any future reporting period.

- 38 -

PART I—FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Notes to Condensed Consolidated Financial Statements—(continued)

(unaudited)

12. Commitments and Contingencies (continued)

Indemnifications

In the ordinary course of business, BlackRock enters into contracts pursuant to which it may agree to indemnify third parties in certain circumstances. The terms of these indemnities vary from contract to contract and the amount of indemnification liability, if any, cannot be determined.

Under the transaction agreement in the MLIM Transaction, the Company has agreed to indemnify Merrill Lynch & Co., Inc. (“Merrill Lynch”) for losses it may incur arising from (1) any alleged or actual breach, failure to comply, violation or other deficiency with respect to any regulatory or fiduciary requirements relating to the operation of BlackRock’s business, (2) any fees or expenses incurred or owed by BlackRock to any brokers, financial advisors or comparable other persons retained or employed by BlackRock in connection with the MLIM Transaction, and (3) certain specified tax covenants.

Under the transaction agreement in the BGI Transaction, the Company has agreed to indemnify Barclays for losses it may incur arising from (1) breach by the Company of certain representations, (2) breach by the Company of any covenant in the agreement, (3) liabilities of the entities acquired in the transaction other than liabilities assumed by Barclays or for which it is providing indemnification, and (4) certain taxes.

Management believes that the likelihood of any liability arising under the MLIM Transaction and BGI Transaction indemnification provisions is remote. Management cannot estimate any potential maximum exposure due both to the remoteness of any potential claims and the fact that items that would be included within any such calculated claim would be beyond the control of BlackRock. Consequently, no liability has been recorded on the Company’s condensed consolidated statements of financial condition.

Contingent Payments Related to Business Acquisitions

On October 1, 2007, the Company acquired the fund of funds business of Quellos. As part of this transaction, Quellos is entitled to receive two contingent payments upon achieving certain investment advisory revenue measures through December 31, 2010, totaling up to an additional $969 million in a combination of cash and stock. The first contingent payment was paid in 2009 and the second contingent payment, of up to $595 million is payable in cash in 2011.

During 2009, the Company determined the first contingent payment to be $219 million, of which $11 million was previously paid in cash during 2008. Of the remaining $208 million, $156 million was paid in cash and $52 million was paid in common stock, or approximately 330,000 shares based on a price of $157.33 per share. Quellos may also be entitled to a “catch-up” payment related to the first contingent payment if certain performance measures are met in 2011 as the value of the first contingent payment was less than $374 million.

In connection with the SSR Transaction, which closed in January 2005, the Company will make an additional contingent payment in 2010 of approximately $9 million.

London Lease

In January 2010, the Company entered into an agreement with Mourant & Co Trustees Limited and Mourant Property Trustees Limited as Trustees of the Drapers Gardens Unit Trust, for the lease of approximately 292,418 square feet of office and ancillary (including retail) space located at Drapers Gardens, 12 Throgmorton Avenue, London, EC2, United Kingdom.

The term of the lease began on February 17, 2010 (the “Effective Date”) and will continue for twenty five years, with the option to renew for an additional five year term. The lease provides for total annual base rental payments of approximately £13 million (exclusive of value added tax and other lease charges, or approximately $21.7 million based on an exchange rate of $1.60 per £1), payable quarterly in advance. The annual rent is subject to increase on each fifth anniversary of the Effective Date to the then open market rent. The lease includes an initial rent free period for thirty six (36) months and twenty two (22) days following the Effective Date.

- 39 -

PART I—FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Notes to Condensed Consolidated Financial Statements—(continued)

(unaudited)

13. Stock-Based Compensation

The components of the Company’s stock-based compensation expense are comprised of the following:


	Three Months Ended March 31,
(Dollar amounts in millions)	2010		2009

Stock-based compensation:
Restricted stock and restricted stock units (“RSUs”)	$	90	$	64
Long-term incentive plans funded by PNC		15		15
Stock options		3		3

Total stock-based compensation	$	108	$	82

Restricted Stock and RSUs

Restricted stock and RSU activity at March 31, 2010 and changes during the three months ended March 31, 2010 were as follows:


Outstanding at	Unvested Restricted Stock and Units		Weighted Average Grant Date Fair Value
December 31, 2009	5,360,463		$	154.75
Granted	2,796,005		$	239.47
Converted	(1,279,522	)	$	154.72
Forfeited	(161,023	)	$	161.92

March 31, 2010	6,715,923		$	189.86

The Company values restricted stock and RSUs at their grant-date fair value as measured by BlackRock’s common stock price.

In January 2010, the Company granted the following awards under the BlackRock, Inc. 1999 Stock Award and Incentive Plan:

•

846,884 RSUs to employees as part of annual incentive compensation that vest ratably over three years from the date of grant.

•

256,311 RSUs to employees that cliff vest on January 31, 2012. Awards to certain individuals require that BlackRock has actual GAAP earnings per share of at least $6.13 in 2010 or $6.50 in 2011 or has attained an alternative performance hurdle based on the Company’s earnings per share growth rate versus certain peers over the term of the awards. The RSUs may not be sold before the one-year anniversary of the vesting date.

- 40 -

PART I—FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Notes to Condensed Consolidated Financial Statements—(continued)

(unaudited)

13. Stock-Based Compensation (continued)

Restricted Stock and RSUs (continued)

•

1,497,222 RSUs to employees that vest 50% on both January 31, 2013 and 2014. Awards to certain individuals require that BlackRock has actual GAAP earnings per share of at least $6.13 in 2010 or $6.50 in 2011 or has attained an alternative performance hurdle based on the Company’s earnings per share growth rate versus certain peers over the term of the awards.

•

124,575 shares of restricted common stock to employees that vest in tranches on January 31, 2010, 2011 and 2012. The restricted common stock may not be sold before the one-year anniversary of each vesting date.

At March 31, 2010, there was $826 million in total unrecognized compensation cost related to unvested restricted stock and RSUs. The unrecognized compensation cost is expected to be recognized over the remaining weighted-average period of 2.0 years.

Long-Term Incentive Plans Funded by PNC

Under a share surrender agreement, PNC committed to provide up to 4,000,000 shares of BlackRock stock, held by PNC, to fund certain BlackRock long-term incentive plans (“LTIP”). In February 2009, the share surrender agreement was amended for PNC to provide BlackRock series C non-voting participating preferred stock to fund the remaining committed shares.

The BlackRock, Inc. 2002 Long-Term Retention and Incentive Plan (the “2002 LTIP Awards”) permitted the grant of up to $240 million in deferred compensation awards, of which the Company previously granted approximately $233 million. Approximately $208 million of the 2002 LTIP Awards were paid in January 2007. The 2002 LTIP Awards were payable approximately 16.7% in cash and the remainder in BlackRock stock contributed by PNC and distributed to plan participants. During the three months ended March 31, 2010, approximately $6 million of previously issued 2002 LTIP Awards resulted in the settlement of cash and BlackRock shares held by PNC at a conversion price approximating the market price on the settlement date. On the payment date, the Company recorded a capital contribution from PNC for the amount of shares funded by PNC.

Stock Options

Options outstanding at March 31, 2010 and changes during the three months ended March 31, 2010 were as follows:


Outstanding at	Shares Under Option		Weighted Average Exercise Price
December 31, 2009	2,641,836		$	98.59
Exercised	(202,310	)	$	38.49

March 31, 2010	2,439,526		$	103.57

The aggregate intrinsic value of options exercised during the three months ended March 31, 2010 was $35 million.

At March 31, 2010, the Company had $18 million in unrecognized stock-based compensation expense related to unvested stock options. The unrecognized compensation cost is expected to be recognized over a remaining weighted-average period of 1.5 years.

- 41 -

PART I—FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Notes to Condensed Consolidated Financial Statements—(continued)

(unaudited)

14. Related Party Transactions

Loan Commitments with Anthracite

Prior to March 31, 2010, the Company was committed to provide financing of up to $60 million to Anthracite Capital, Inc. (“Anthracite”), a specialty commercial real estate finance company that was managed by a subsidiary of BlackRock. The financing is collateralized by a pledge by Anthracite of its ownership interest in a real estate debt investment fund, which is also managed by a subsidiary of BlackRock. At March 31, 2010, $33.5 million of financing was outstanding and remains outstanding as of May 2010, which is past its final maturity date of March 5, 2010. At March 31, 2010, the value of the collateral was estimated to be $10 million, which resulted in a $2.5 million reduction in due from related parties on the Company’s condensed consolidated statement of financial condition and an equal amount recorded in general and administrative expense in the three months ended March 31, 2010. The Company has no obligation to loan additional amounts to Anthracite under this facility. Anthracite filed a voluntary petition for relief under chapter 7 of title 11 of the U.S. Code in the U.S. Bankruptcy Court for the Southern District of New York on March 15, 2010. The management agreement between the Company and Anthracite has expired. Recovery of any amount of the financing provided by the Company in excess of the value of the collateral is not anticipated. The Company continues to evaluate the collectability of the outstanding borrowings by reviewing the carrying value of the net assets of the collateral, which fluctuates each period.

15. Net Capital Requirements

The Company is required to maintain net capital in certain regulated subsidiaries within a number of jurisdictions, which is met in part by retaining cash and cash equivalent investments in those jurisdictions. As a result, such subsidiaries of the Company may be restricted in their ability to transfer cash between different jurisdictions and to their parents. Additionally, transfer of cash between international jurisdictions, including repatriation to the United States, may have adverse tax consequences that could discourage such transfers.

Banking Regulatory Requirements

BlackRock Institutional Trust Company, N.A. (“BTC”), a wholly-owned subsidiary of the Company, is chartered as a national bank whose powers are limited to trust activities. BTC is subject to various regulatory capital requirements administered by the Federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s condensed consolidated financial statements. Under the capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company must meet specific capital guidelines that invoke quantitative measures of the Company’s assets, liabilities, and certain off-balance sheet items as calculated under the regulatory accounting practices. BTC’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Broker-dealers

BlackRock Investments, LLC, BlackRock Capital Markets, LLC, BlackRock Execution Services and BlackRock Fund Distribution Company are registered broker-dealers and wholly-owned subsidiaries of BlackRock that are subject to the Uniform Net Capital requirements under the Securities Exchange Act of 1934, which requires maintenance of certain minimum net capital levels.

Capital Requirements as of March 31, 2010

At March 31, 2010, the Company was required to maintain approximately $818 million in net capital in certain regulated subsidiaries, including BTC, and is in compliance with all applicable regulatory minimum net capital requirements.

- 42 -

PART I—FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Notes to Condensed Consolidated Financial Statements—(continued)

(unaudited)

16. Capital Stock

Non-voting Participating Preferred Stock


	March 31, 2010	December 31, 2009
Series A
Shares authorized, $0.01 par value	20,000,000	20,000,000
Shares issued	—	—
Shares outstanding	—	—
Series B
Shares authorized, $0.01 par value	150,000,000	150,000,000
Shares issued	124,620,593	112,817,151
Shares outstanding	124,620,593	112,817,151
Series C
Shares authorized, $0.01 par value	6,000,000	6,000,000
Shares issued	2,866,439	2,889,467
Shares outstanding	2,866,439	2,889,467
Series D
Shares authorized, $0.01 par value	20,000,000	20,000,000
Shares issued	—	11,203,442
Shares outstanding	—	11,203,442

Capital Exchanges

In January 2010, 600,000 common shares were exchanged for Series B preferred stock and all 11,203,442 Series D preferred stock outstanding at December 31, 2009 were exchanged for Series B preferred stock.

PNC Contribution

During the three months ended March 31, 2010, PNC contributed 23,028 of Series C preferred stock in connection with its share surrender agreement to fund certain LTIP awards.

- 43 -

PART I—FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Notes to Condensed Consolidated Financial Statements—(continued)

(unaudited)

17. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share for the three months ended March 31, 2010 and 2009:


	Three Months Ended March 31,
	2010				2009
	Basic		Diluted		Basic		Diluted
Net income attributable to BlackRock, Inc. allocated to:
Common shares	$	417	$	417	$	82	$	82
Participating RSUs		6		6		2		2

Total net income attributable to BlackRock, Inc.	$	423	$	423	$	84	$	84

Weighted-average common shares outstanding		189,676,023		189,676,023		130,216,218		130,216,218

Dilutive effect of stock options and non-participating restricted stock units				1,723,512				845,382
Dilutive effect of convertible debt				752,716				379,270
Dilutive effect of acquisition-related contingent stock payments				—				356,319

Total weighted-average shares outstanding				192,152,251				131,797,189

Earnings per share attributable to BlackRock, Inc., common stockholders:	$	2.20	$	2.17	$	0.63	$	0.62

Due to the similarities in terms between BlackRock series A, B, C and D non-voting participating preferred stock and the Company’s common stock, the Company considers the series A, B, C and D non-voting participating preferred stock to be a common stock equivalent for purposes of earnings per share calculations. As such, the Company has included the outstanding series A, B, C and D non-voting participating preferred stock in the calculation of average basic and diluted shares outstanding for the three months ended March 31, 2010 and 2009.

For the three months ended March 31, 2010, 743,869 RSUs were excluded from the calculation of diluted earnings per share because to include them would have an anti-dilutive effect.

Shares issued in Quellos Transaction

On October 1, 2007, the Company acquired the fund of funds business of Quellos Group (“Quellos”). The Company issued 1,191,785 shares of BlackRock common stock that were placed into an escrow account. In 2008 and 2009, a total of 322,845 common shares were released to Quellos in accordance with the Quellos asset purchase agreement, which resulted in an adjustment to the recognized purchase price. The remaining 868,940 common shares may have a dilutive effect in future periods based on the timing of the release of shares from the escrow account in accordance with the Quellos asset purchase agreement.

- 44 -

PART I—FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Notes to Condensed Consolidated Financial Statements—(continued)

(unaudited)

18. Segment Information

The Company’s management directs BlackRock’s operations as one business, the asset management business. As such, the Company believes it operates in one business segment in accordance with ASC 280-10, Segment Reporting.

The following table illustrates investment advisory, administration fees, securities lending revenue and performance fees, BlackRock Solutions^® and advisory, distribution fees and other revenue for the three months ended March 31, 2010 and 2009.


	Three Months Ended
	March 31,
(Dollar amounts in millions)	2010		2009
Equity	$	955	$	242
Fixed income		363		200
Multi-asset		167		99
Alternative investment products		186		95
Cash management		132		175

Total investment advisory, administration fees, securities lending revenue and performance fees		1,803		811
BlackRock Solutions and advisory		113		135
Distribution fees		28		25
Other revenue		51		16

Total revenue	$	1,995	$	987

The following table illustrates the Company’s total revenue for the three months ended March 31, 2010 and 2009 by geographic region. These amounts are aggregated on a legal entity basis and do not necessarily reflect where the customer is sourced.


(Dollar amounts in millions)	Three Months Ended March 31,
			% of				% of
Revenues	2010		total		2009		total
Americas	$	1,364	68	%	$	767	78	%
Europe		511	26	%		191	19	%
Asia-Pacific		120	6	%		29	3	%

Total revenues	$	1,995	100	%	$	987	100	%

- 45 -

PART I—FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Notes to Condensed Consolidated Financial Statements—(continued)

(unaudited)

18. Segment Information (continued)

The following table shows the Company’s long-lived assets, including goodwill and property and equipment at March 31, 2010 and December 31, 2009 and does not necessarily reflect where the asset is physically located.


(Dollar amounts in millions) Long-Lived Assets	March 31, 2010				December 31, 2009
Americas	$	12,969	99	%	$	12,961	99	%
Europe		52	—	%		46	—	%
Asia-Pacific		70	1	%		74	1	%

Total long-lived assets	$	13,091	100	%	$	13,081	100	%

Americas primarily is comprised of the United States, Canada, Brazil and Mexico, while Europe primarily is comprised of the United Kingdom and Asia-Pacific primarily is comprised of Japan, Australia and Hong Kong.

19. Subsequent Events

Additional Subsequent Event Review

In addition to the subsequent events included in the notes to the financial statements, the Company conducted a review for additional subsequent events and determined that no additional subsequent events had occurred that would require accrual or additional disclosures.

- 46 -

PART I—FINANCIAL INFORMATION (continued)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-looking Statements

This report, and other statements that BlackRock may make, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act, with respect to BlackRock’s future financial or business performance, strategies or expectations. Forward-looking statements are typically identified by words or phrases such as “trend,” “potential,” “opportunity,” “pipeline,” “believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “position,” “assume,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve,” and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “may” or similar expressions.

BlackRock cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made, and BlackRock assumes no duty to and does not undertake to update forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance.

In addition to risk factors previously disclosed in BlackRock’s Securities and Exchange Commission (“SEC”) reports and those identified elsewhere in this report the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: (1) the introduction, withdrawal, success and timing of business initiatives and strategies; (2) changes and volatility in political, economic or industry conditions, the interest rate environment, foreign exchange rates or financial and capital markets, which could result in changes in demand for products or services or in the value of assets under management; (3) the relative and absolute investment performance of BlackRock’s investment products; (4) the impact of increased competition; (5) the impact of capital improvement projects; (6) the impact of future acquisitions or divestitures; (7) the unfavorable resolution of legal proceedings; (8) the extent and timing of any share repurchases; (9) the impact, extent and timing of technological changes and the adequacy of intellectual property protection; (10) the impact of legislative and regulatory actions and reforms and regulatory, supervisory or enforcement actions of government agencies relating to BlackRock, Barclays Bank PLC, Bank of America Corporation, Merrill Lynch & Co., Inc. or The PNC Financial Services Group, Inc.; (11) terrorist activities and international hostilities, which may adversely affect the general economy, domestic and local financial and capital markets, specific industries or BlackRock; (12) the ability to attract and retain highly talented professionals; (13) fluctuations in the carrying value of BlackRock’s economic investments; (14) the impact of changes to tax legislation and, generally, the tax position of the Company; (15) BlackRock’s success in maintaining the distribution of its products; (16) the impact of BlackRock electing to provide support to its products from time to time; (17) the impact of problems at other financial institutions or the failure or negative performance of products at other financial institutions; and (18) the ability of BlackRock to integrate the operations of Barclays Global Investors.

- 47 -

PART I—FINANCIAL INFORMATION (continued)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Overview

BlackRock, Inc. (“BlackRock” or the “Company”) is the largest publicly traded investment management firm. As of March 31, 2010, the Company managed $3.364 trillion of assets under management (“AUM”) on behalf of institutional and individual investors worldwide. The Company’s products include equities, fixed income, multi-asset class, alternatives and cash management, and offer clients diversified access to global markets through separate accounts, collective trust funds, mutual funds, exchange traded funds, hedge funds and closed-end funds. In addition, BlackRock Solutions^® provides market risk management, financial markets advisory and enterprise investment system services to a broad base of clients. Financial markets advisory services include valuation of illiquid securities, dispositions and workout assignments (including long-term portfolio liquidation assignments), risk management and strategic planning and execution.

On December 1, 2009, BlackRock acquired from Barclays Bank PLC (“Barclays”) all of the outstanding equity interests of subsidiaries of Barclays conducting the business of Barclays Global Investors (“BGI”) in exchange for capital shares valued at closing of $8.53 billion and $6.65 billion in cash.

At March 31, 2010, equity ownership of BlackRock was as follows:


	Voting Common Stock		Capital Stock⁽¹⁾
Bank of America Corporation/Merrill Lynch & Co. Inc.	3.7	%	33.8	%
The PNC Financial Services Group, Inc. (“PNC”)	34.4	%	24.2	%
Barclays	4.7	%	19.6	%
Other	57.2	%	22.4	%

	100.0	%	100.0	%

⁽¹⁾	Includes outstanding common and preferred stock only.

- 48 -

PART I—FINANCIAL INFORMATION (continued)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Overview (continued)

BlackRock, Inc.

Financial Highlights

(Dollar amounts in millions, except per share data)

(unaudited)

The following table summarizes BlackRock’s operating performance for each of the three months ended March 31, 2010, December 31, 2009 and March 31, 2009.


	Three Months Ended									Variance vs. Three Months Ended
	March 31,						December 31,			March 31, 2009					December 31, 2009
	2010			2009			2009			Amount			% Change		Amount			% Change
GAAP basis:
Total revenue	$	1,995		$	987		$	1,544		$	1,008		102	%	$	451		29	%
Total expenses	$	1,341		$	716		$	1,155		$	625		87	%	$	186		16	%
Operating income	$	654		$	271		$	389		$	383		141	%	$	265		68	%
Operating margin		32.8	%		27.5	%		25.2	%		5.3	%	19	%		7.6	%	30	%
Non-operating income (expense), less net income (loss) attributable to non-controlling interests¹	$	(3	)	$	(157	)	$	17		$	154		98	%	$	(20	)	NM
Net income attributable to BlackRock, Inc.	$	423		$	84		$	256		$	339		404	%	$	167		65	%
Diluted earnings per common share^(e)	$	2.17		$	0.62		$	1.62		$	1.55		250	%	$	0.55		34	%
As adjusted:
Operating income^(a)	$	727		$	307		$	561		$	420		137	%	$	166		30	%
Operating margin^(a)		38.9	%		37.2	%		39.7	%		1.7	%	5	%		(0.8	)%	(2	)%
Non-operating income (expense), less net income (loss) attributable to non-controlling interests^1, ^(b)	$	(6	)	$	(153	)	$	13		$	147		96	%	$	(19	)	NM
Net income attributable to BlackRock, Inc.^(c),(d)	$	469		$	110		$	379		$	359		326	%	$	90		24	%
Diluted earnings per common share^(c),d),(e)	$	2.40		$	0.81		$	2.39		$	1.59		196	%	$	0.01		—	%
Other:
Diluted weighted-average common shares outstanding^(e)		192,152,251			131,797,189			155,040,242			60,355,062		46	%		37,112,009		24	%
Assets under management	$	3,363,898		$	1,283,355		$	3,346,256		$	2,080,543		162	%	$	17,642		1	%

NM – Not Meaningful

¹	Includes net income (loss) attributable to non-controlling interests (redeemable and nonredeemable) related to investment activities.

- 49 -

PART I—FINANCIAL INFORMATION (continued)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Overview (continued)

BlackRock, Inc.

Financial Highlights

(continued)

BlackRock reports its financial results in accordance with accounting principles generally accepted in the United States (“GAAP”); however, management believes that evaluating the Company’s ongoing operating results may be enhanced if investors have additional non-GAAP basis financial measures. Management reviews non-GAAP financial measures to assess ongoing operations and, for the reasons described below, considers them to be effective indicators, for both management and investors, of BlackRock’s financial performance over time. BlackRock’s management does not advocate that investors consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.

Certain prior period non-GAAP data has been reclassified to conform to the current presentation. Computations for all periods are derived from the Company’s condensed consolidated statements of income as follows:

(a) Operating income, as adjusted, and operating margin, as adjusted:

Operating income, as adjusted, equals operating income, GAAP basis, excluding certain items deemed non-recurring by management or transactions that ultimately will not impact BlackRock’s book value, as indicated in the table below. Operating income used for operating margin measurement equals operating income, as adjusted, excluding the impact of closed-end fund launch costs and commissions. Operating margin, as adjusted, equals operating income used for operating margin measurement, divided by revenue used for operating margin measurement, as indicated in the table below.


(Dollar amounts in millions)	Three Months Ended
	March 31,						December 31,
	2010			2009			2009
Operating income, GAAP basis	$	654		$	271		$	389
Non-GAAP adjustments:
BGI transaction/integration costs
Employee compensation and benefits		18			—			60
General and administration		34			—			92

Total BGI transaction/integration costs		52			—			152
PNC LTIP funding obligation		15			15			14
Merrill Lynch compensation contribution		3			3			2
Restructuring charges		—			22			—
Compensation expense related to appreciation (depreciation) on deferred compensation plans		3			(4	)		4

Operating income, as adjusted		727			307			561
Closed-end fund launch costs		—			2			—
Closed-end fund launch commissions		—			1			—

Operating income used for operating margin measurement	$	727		$	310		$	561

Revenue, GAAP basis	$	1,995		$	987		$	1,544
Non-GAAP adjustments:
Distribution and servicing costs		(100	)		(127	)		(106	)
Amortization of deferred mutual fund sales commissions		(26	)		(27	)		(24	)

Revenue used for operating margin measurement	$	1,869		$	833		$	1,414

Operating margin, GAAP basis		32.8	%		27.5	%		25.2	%

Operating margin, as adjusted		38.9	%		37.2	%		39.7	%