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

Operating results for the three months ended March 31, 2007 as compared with the three months ended March 31, 2006.

Operating results for the three months ended March 31, 2007 reflect the impact of the MLIM Transaction, which closed on September 29, 2006. The magnitude of the acquired business is the primary driver of most line item variances in the analysis below which compares the three months ended March 31, 2007 to the three months ended March 31, 2006. Certain prior year amounts have been reclassified to conform to 2007 presentation:

Total revenue for the three months ended March 31, 2007 increased $609.7 million, or 154.1%, to $1,005.4 million, compared with $395.7 million for the three months ended March 31, 2006. Investment advisory and administration fees increased $546.2 million, or 156.2%,to $895.9 million for the three months ended March 31, 2007, compared with $349.7 million for the three months ended March 31, 2006. Other income increased by $63.5 million, or 138.2%, to $109.4 million for the three months ended March 31, 2007, compared with $46.0 million for the three months ended March 31, 2006.

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

Operating results for the three months ended March 31, 2007 as compared with the three months ended March 31, 2006. (continued)

The increase in investment advisory and administration fees of $546.2 million, or 156.2%, was the result of an increase in investment advisory and administration base fees of $638.4 million, or 271.5%, to $873.5 million for the three months ended March 31, 2007, compared with $235.1 million for the three months ended March 31, 2006 partially offset by a reduction in performance fees of $92.2 million. Investment advisory and administration base fees increased in the three months ended March 31, 2007 primarily due to increased AUM of $691.1 billion, including $589.2 billion of AUM acquired in the MLIM Transaction.

The increase in base investment advisory and administration fees of $638.4 million for the three months ended March 31, 2007, compared with the three months ended March 31, 2006 consisted of increases of $399.8 million in equity and balanced products, $122.0 million in fixed income products, $85.6 million in cash management products and $31.0 million in alternative products. The increase in investment advisory and administration fees for equity and balanced, fixed income, cash management and alternative investment products was driven by increases in AUM of $362.2 billion, $152.0 billion, $158.4 billion and $18.5 billion, respectively. The AUM growth in equity and balanced, fixed income, cash management and alternative products included assets acquired in the MLIM Transaction of $314.4 billion, $127.7 billion, $135.6 billion and $11.5 billion, respectively.

Performance fees decreased by $92.2 million, or 80.4%, for the three months ended March 31, 2007 primarily due to fees earned on a large institutional real estate equity client account in the first quarter of 2006.

Other revenue of $109.4 million for the quarter ended March 31, 2007 increased $63.5 million compared with the quarter ended March 31, 2006 and primarily represents fees earned onBlackRock Solutions products and services of $42.3 million, distribution fees earned onBlackRock Funds of $24.8 million, fees for fund accounting services of $12.0 million and property management fees of $9.4 million earned on real estate AUM (which represented direct reimbursement of the salaries of certain Realty employees).

The increase in other revenue of $63.5 million, or 138.2%, for the three months ended March 31, 2007 as compared to the three months ended March 31, 2006 was primarily the result of an increase of $22.3 million in distribution fees earned on mutual funds and $12.0 million in fund accounting services acquired during the MLIM Transaction and an increase of $8.3 million fromBlackRock Solutions products and services driven by new assignments.

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

Operating results for the three months ended March 31, 2007 as compared with the three months ended March 31, 2006. (continued)

Total expense, which reflects the impact of the MLIM Transaction on September 29, 2006, increased $437.5 million, or 148.0%, to $733.1 million for the three months ended March 31, 2007, compared with $295.6 million for the three months ended March 31, 2006. The increase was primarily attributable to increases in general and administration expenses and employee compensation and benefits and portfolio and administration and servicing costs. Integration charges related to the MLIM Transaction of $7.1 million and $6.6 million in the first quarter of 2007 and first quarter of 2006, respectively, were recorded in general and administration expense.

Employee compensation and benefits expense increased by $160.6 million, or 83.7%, to $352.4 million, at March 31, 2007, compared to $191.8 million for the three months ended March 31, 2006. The increase in employee compensation and benefits expense was primarily attributable to increases in salaries and benefits and incentive compensation of $135.2 million and $25.9 million, respectively. The increase of $135.2 million, or 160.3%, in salaries and benefits was primarily attributable to higher staffing levels associated with business growth and the MLIM Transaction. Employees (excluding employees of Metric Management Properties, Inc., “Metric”) at March 31, 2007 totaled 4,766 as compared to 1,832 at March 31, 2006. The $25.9 million increase in incentive compensation was primarily attributable to higher operating income offset by lower incentive compensation associated with lower performance fees earned on the Company’s alternative investment products.

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

Operating results for the three months ended March 31, 2007 as compared with the three months ended March 31, 2006. (continued)

General and administration expense increased $170.8 million, or 327.3%, for the three months ended March 31, 2007 to $223.0 million, compared to $52.2 million for the three months ended March 31, 2006. The increase in general and administration expense was due to increases in marketing and promotional expense of $62.5 million, portfolio services expense of $33.1 million, occupancy expense of $23.0 million, technology expense of $21.9 million, and other general and administration expense of $30.3 million.

Marketing and promotional expense increased $62.5 million, or 479.1%, to $75.6 million for the three months ended March 31, 2007, compared to $13.1 million for the three months ended March 31, 2006 primarily due to increased marketing activities of $42.5 million (which included $23.2 million related to domestic and international marketing efforts, $13.2 million related to fund launch costs of a new closed-end fund in the first quarter, and $6.6 million related to BlackRock’s advertising and rebranding campaign) and $20.0 million of increased amortization of deferred mutual fund commissions assumed in the MLIM Transaction. Portfolio services costs increased by $33.1 million to $37.7 million, related to supporting higher AUM levels and increased trading activities. Occupancy costs for the three months ended March 31, 2007 totaled $33.2 million, representing a $23.0 million, or 224.9%, increase from $10.2 million for the three months ended March 31, 2006. The increase in occupancy costs primarily reflects costs related to the expansion of corporate facilities related to the MLIM Transaction and business growth. Technology expenses increased $21.9 million, or 338.2%, to $28.4 million, compared to $6.5 million for the three months ended March 31, 2006 partially due to $8.6 million in technology consulting expenses associated with operating growth and a $4.9 million increase in depreciation expense. Other general and administration costs increased by $30.3 million to $48.1 million from $17.8 million, including $15.5 million in professional fees.

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

Operating results for the three months ended March 31, 2007 as compared with the three months ended March 31, 2006. (continued)

For the quarter ended March 31, 2006, BlackRock expensed a one-time fee sharing payment of $34.5 million, representing a payment related to a large institutional real estate equity client account acquired in the SSR acquisition in January 2005.

The $29.0 million increase in amortization of intangible assets to $31.0 million for the three months ended March 31, 2007, compared to $2.0 million for the three months ended March 31, 2006, primarily reflects amortization of finite-lived intangible assets acquired in the MLIM Transaction.

Non-operating income, net of non-controlling interest for the three months ended March 31, 2007 and 2006 were as follows:

The components of non-operating income, net of non-controlling interest for the three months ended March 31, 2007 and 2006 are as follows:

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

Operating results for the three months ended March 31, 2007 as compared with the three months ended March 31, 2006. (continued)

Non-operating income, net of non-controlling interest, increased primarily as the result of certain investments in BlackRock private equity funds and investments in other alternative products. Non-operating income increased $144.6 million to $157.7 million for the quarter ended March 31, 2007 as compared to $13.1 million for the quarter ended March 31, 2006 as a result of a $141.1 million ~~or 53.5%,~~ increase in net gain on investments and $12.6 million in interest and dividend income, partially offset by a $9.0 million increase in interest expense related to borrowings under BlackRock’s revolving credit agreement. The increase in the net gain on investments in 2007 was primarily due to market appreciation and investment gains on consolidated private equity investments. Non-controlling interest in earnings of consolidated products increased $124.0 million for the quarter ended March 31, 2007 due to the increase in consolidated investments.

Income tax expense was $109.9 million and $41.6 million for the quarters ended March 31, 2007 and 2006, respectively, representing an effective tax rate of 36.0% and 37.0%, respectively.

Net income totaled $195.4 million, or $1.48 per diluted share, for the three months ended March 31, 2007 and increased $124.5 million, or $0.42 per diluted share, as compared to the three months ended March 31, 2006. Net income for the quarter ended March 31, 2007, includes the after-tax impact of the portion of LTIP awards funded in January 2007 by a capital contribution of BlackRock common stock held by PNC, integration expenses related to the MLIM Transaction and a contribution by Merrill Lynch to fund certain compensation of former MLIM employees, of $7.7 million, $4.5 million and $1.6 million, respectively. MLIM integration costs primarily include professional fees and other general and administration expenses. Net income of $70.9 million during the three months ended March 31, 2006 included the after-tax impact of the portion of LTIP awards funded by a capital contribution of BlackRock stock held by PNC of $7.4 million and MLIM integration costs of $4.1 million. Exclusive of these items, fully diluted earnings per share for the three months ended March 31, 2007, as adjusted, increased $0.36, or 29.3%, compared to the three months ended March 31, 2006.

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

Operating results for the three months ended March 31, 2007 as compared with the three months ended December 31, 2006.

Total revenue for the three months ended March 31, 2007 decreased $13.2 million, or 1.3%, to $1,005.4 million, compared with $1,018.5 million for the three months ended December 31, 2006. Investment advisory and administration fees increased $10.5 million, or 1.2%,to $873.5 million for the three months ended March 31, 2007, compared with $863.0 million for the three months ended December 31, 2006. Performance fees decreased $17.5 million, or 43.8%, to $22.4 million, compared with $39.9 million for the three months ended December 31, 2006. The decrease in performance fees was primarily the result of timing issues pertaining to annual performance lock periods for energy, fund of funds and fixed income products. Other income decreased by $6.2 million, or 5.4%, to $109.4 million for the three months ended March 31, 2007, compared with $115.6 million for the three months ended December 31, 2006.

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

Operating results for the three months ended March 31, 2007 as compared with the three months ended December 31, 2006.

Total expense decreased $39.3 million, or 5.1%, to $733.1 million for the three months ended March 31, 2007, compared with $772.4 million for the three months ended December 31, 2006. The decrease was primarily attributable to decreases in employee compensation and benefits and general and administration expense, partially offset by increases in portfolio administration and servicing costs.

Employee compensation and benefits expense decreased by $26.2 million, or 6.9%, to $352.4 million, at March 31, 2007 compared to $378.6 million for the three months ended December 31, 2006. The decrease in employee compensation and benefits expense was primarily attributable to decreases in LTIP expense of $18.3 million and a lower incentive compensation costs which offset higher salaries and benefit expenses due to merit raises and increased headcount.

General and administration expense, which included MLIM integration costs of $7.1 million and $45.3 million in the first quarter 2007 and the fourth quarter 2006, respectively, decreased $19.5 million, or 8.0%, for the three months ended March 31, 2007 to $223.0 million, compared to $242.5 million for the three months ended December 31, 2006. The decrease in general and administration expense was primarily due to decreases in marketing and promotional expense of $11.8 million, technology expense of $5.5 million, and other general and administration expense of $7.6 million, partially offset by an increase of $3.6 million in occupancy expenses.

Marketing and promotional expense decreased $11.8 million, or 13.5%, to $75.6 million for the three months ended March 31, 2007, compared to $87.3 million for the three months ended December 31, 2006 primarily due to decreased expenses of $18.2 million related to BlackRock’s advertising and rebranding campaign, partially offset by $7.0 million in higher fund launch costs related to a new closed-end fund. Technology expenses decreased $5.5 million, or 16.3%, to $28.4 million, compared to $34.0 million for the three months ended December 31, 2006 primarily due to $8.6 million in consulting expenses associated with the MLIM integration. Other general and administration expenses decreased by $7.6 million primarily related to lower MLIM integration costs in the first quarter 2007. The increase in occupancy costs primarily reflects costs related to the expansion of corporate facilities related to business growth.

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

Operating results for the three months ended March 31, 2007 as compared with the three months ended December 31, 2006.

Non-operating income, net of non-controlling interest for the three months ended March 31, 2007 and December 31, 2006 were as follows:

The components of non-operating income, net of non-controlling interest for the three months ended March 31, 2007 and 2006 are as follows:

Non-operating income, net of non-controlling interest, increased primarily as the result of certain BlackRock private equity funds. Total non-operating income increased $121.1 million to $157.7 million for the quarter ended March 31, 2007 as compared to $36.6 million for the quarter ended December 31, 2006 primarily as a result of a $122.6 million increase in net gain on investments and a $5.6 million increase in interest and dividend income, partially offset by a $7.1 million increase in interest expense related to a BlackRock’s revolving credit agreement. The increase in net gain on investments in 2007 was primarily due to market appreciation and investment gains on consolidated private equity investments. Non-controlling interest in earnings of consolidated products increased $110.9 million for the quarter ended March 31, 2007 primarily due to the impact of consolidated private equity investments.

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

Operating results for the three months ended March 31, 2007 as compared with the three months ended December 31, 2006.

Income tax expense was $109.9 million and $68.3 million for the quarters ended March 31, 2007 and December 31, 2006, respectively, representing an effective tax rate of 36.0% and 37.0%, respectively.

Net income totaled $195.4 million for the three months ended March 31, 2007 and increased $26.0 million, or 15.3%, as compared to the three months ended December 31, 2006. Net income for the quarter ended March 31, 2006, includes the after-tax impact of the portion of LTIP awards funded in January 2007 by a capital contribution of BlackRock common stock held by PNC and integration expenses related to the MLIM transaction of $7.7 million and $4.5 million, respectively. MLIM integration costs primarily include professional fees and other general and administration expenses. Net income of $169.4 million during the three months ended December 31, 2006 included MLIM integration costs of $32.4 million and the after-tax impact of the portion of LTIP awards funded by a capital contribution of BlackRock stock held by PNC of $8.8 million. Exclusive of these items and a contribution by Merrill Lynch to fund certain compensation of former MLIM employees of $1.6 million and $1.2 million for the three months ended March 31, 2007 and December 31, 2006, respectively, net income for the three months ended March 31, 2007, as adjusted, decreased $2.5 million, or 1.2%, compared to the three months ended December 31, 2006.

~~Operating results for the nine months ended September 30, 2006 as compared with the nine months ended September 30, 2005. (continued)~~

Non-operating income decreased $11.3 million, or 36.4%, to $19.8 million for the period ended September 30, 2006, as compared to $31.2 million for the period ended September 30, 2005 primarily as a result of an $11.4 million, or 30.6%, decrease in investment income. The decrease in investment income was primarily due to unrealized gains on energy-related investments in 2005.

~~Income tax expense was $90.0 million and $95.7 million for the nine months ended September 30, 2006 and 2005, representing an effective tax rate of 37.0%.~~

Net income totaled $153.2 million for the nine months ended September 30, 2006 and includes the after-tax impact of the portion of LTIP awards to be funded by a capital contribution of BlackRock common stock currently held by PNC and expenses related to the MLIM Transaction, of $22.7 million and $57.1 million, respectively, after tax. MLIM Transaction costs primarily include professional fees, compensation expense and other general and administration expenses. Net income of $161.0 million during the nine months ended September 30, 2005 included the after-tax impact of the portion of LTIP awards to be funded by a capital contribution of BlackRock stock currently held by PNC of $22.9 million and expenses related to the SSR acquisition of $5.6 million. SSR acquisition costs included acquisition-related payments to continuing employees of BlackRock and professional fees.

~~BlackRock generally meets its working capital requirements through net cash generated by operating activities.~~ Sources of BlackRock’s operating cash include investment advisory and administration fees, revenues fromBlackRock ~~Solutions~~Solutions’products and services, property management fees, mutual fund distribution fees and realized earnings on certain of the Company’s investments. BlackRock primarily uses its operating cash to pay compensation and benefits, ~~fund~~portfolio administration and servicing costs, general and administration expenses, interest on the Company’s ~~long-term~~ debt, purchases of investments, capital expenditures and dividends on BlackRock’s ~~common~~ stock. Management believes that the Company has sufficient access to cash through its operations and the revolving credit facility described below to fund its operations in the near term.

Cash ~~provided by~~used in the Company’s operating activities totaled ~~$237.9~~$296.9 million for the ~~nine months~~quarter ended ~~September 30, 2006.~~March 31, 2007, and included payments of approximately $593.9 million related to the Company’s 2006 incentive compensation programs and approximately $35 million related to LTIP.

In December 2006, the Company entered into a revolving credit agreement (the “Credit Agreement”) with a syndicate of banking institutions with an initial borrowing capacity of $600 million. The term of the facility is five years and interest currently accrues at the applicable London Interbank Offer Rate (“LIBOR”) plus 0.20%. The Company pays a commitment fee of 0.04% per annum on the undrawn balance. Additionally, for each day that the total amount outstanding is greater than 50% of the total commitments by all lenders, the Company pays a utilization fee of 0.05% per annum on the total amount outstanding. Financial covenants in the Credit Agreement require BlackRock ~~management expects that~~to maintain a maximum debt/EBITDA ratio of 3.0 and a minimum EBITDA/interest expense ratio of 4.0. BlackRock is currently in compliance with these covenants. The facility is intended to fund various investment opportunities as well as BlackRock’s near-term operating cash ~~flows provided by operating activities will continue~~requirements.

In February 2007, the Company increased the capacity of the facility to ~~serve as~~$800 million. The Credit Agreement allows BlackRock to request an additional $200 million of borrowing capacity, subject to lender credit approval, up to a maximum of $1 billion. During April 2007, the ~~principal source of working capital for~~Company repaid $80 million on the ~~near future.~~facility and extended the remaining balance into May 2007.

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

~~Net cash provided by investing activities was $298.8 million during~~As of March 31, 2007, the ~~nine months ended September 30, 2006, primarily consisting of $493.4~~Company has $389 million of ~~net assets acquired~~various capital commitments to fund investment funds in ~~the MLIM Transaction~~which it has an ownership stake and ~~the sale of certain investments of $18.0 million, partially offset by $50.0 million in cash consideration paid~~unfunded commitment related to private equity warehouse facilities. Generally, the SSRM transaction, $42.4 million in cash consideration paid related to the NBAM acquisition, $62.0 million related to the purchase of several investments and $47.0 million in capital expenditures primarily in computer hardware and software (approximately $10.0 million), as a resulttiming of the ~~MLIM integration and business growth.~~funding of these commitments is uncertain.

Net cash used in investing activities was $171.1 million during the quarter ended March 31, 2007, primarily consisting of $125.6 million in purchases of investments, $53.5 million in settlement payments related to the SSR and MLIM acquisitions and $27.9 million of capital expenditures. Partially offsetting these cash outflows was $41.7 million in cash received on the sale of investments.

Net cash flows from financing activities was ~~$80.8~~$324.3 million during the ~~period~~quarter ended ~~September 30, 2006,~~March 31, 2007, primarily ~~representing~~consisting of the drawdown of $550 million on the Company’s revolving line of credit, partially offset by $164.4 million in common stock repurchases related to the LTIP put obligation and the payment of ~~$81.1~~$88.4 million in ~~dividends and~~dividends.

On August 2, 2006, BlackRock announced that its Board had authorized a new program to purchase an additional 2.1 million shares. Pursuant to this repurchase program, BlackRock may make repurchases from time to time, as market conditions warrant, in the ~~net acquisition~~open market or in privately negotiated transactions at the discretion of ~~$17.2 million~~management. The Company had not repurchased any shares in ~~treasury stock, partially offset by $15.7 million in additions to minority interest for entities consolidated by~~open market transactions under the current authorization through March 31, 2007. Through May 2, 2007, the Company ~~and $4.2 million~~had repurchased a total of ~~excess tax benefits from stock-based compensation.~~445,700 shares at an average price of $151.44 per share.

At ~~September 30, 2006,~~March 31, 2007, long-term debt, including current maturities, was $253.2 million. Debt service requirements are $6.9 million in 2007, $6.8 million in 2008 and $6.7 million in 2009 and 2010.

~~LTIP grants of up to $240,000 in deferred compensation were authorized in 2002, payable~~Approximately $98.7 million in cash and cash equivalents and $1.5 billion in ~~BlackRock common stock. As of September 30, 2006, approximately $173,490 in common stock and $34,706 in cash will vest~~investments included in the ~~first quarter~~Company’s 2007 consolidated statement of ~~2007. Shares distributed~~financial condition is held by entities that are deemed to ~~LTIP participants upon vesting~~be controlled by BlackRock in accordance with GAAP. As such, the Company may not be able to access such cash or investments to use in its operating activities.

The Company is required to maintain net capital in certain international jurisdictions, which is met in part by retaining cash and cash equivalent investments in those jurisdictions. As a result, the Company may be restricted in its ability to transfer cash between different jurisdictions. Additionally, transfer of the awards in the first quarter of 2007 include an option to put such distributed shares back to BlackRock at fair market value. The put option was provided to LTIP participants for liquidity purposes duecash between international jurisdictions, including repatriation to the ~~Company’s small public float. The~~United States, may have adverse tax consequences that could discourage such transfers. At March 31, 2007, the Company ~~currently cannot estimate the number of participants that will exercise this put option upon vesting of LTIP awards~~was required to maintain approximately $242.0 million in ~~2007.~~

~~Contractual Obligations, Commitments~~net capital at these subsidiaries and ~~Contingencies~~is in compliance with all regulatory minimum net capital requirements.

~~The Company’s contractual obligations as of September 30, 2006 are as follows:~~

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)~~

In February 2005, the Company issued $250.0 million aggregate principal amount of convertible debentures due in 2035 and bearing interest at a rate of 2.625% per annum (the “Debentures”). Interest is payable semi-annually in arrears on February 15 and August 15 of each year, or approximately $6.6 million a year, and commenced August 15, 2005. The Debentures are callable by the Company at any time on or after February 20, 2010. In addition, the Debentures contain certain put and conversion provisions. On the contractual obligations table above, the principal balance of the Debentures is assumed to be repaid in 2010, and related interest has been included through the call date.

The Company leases its primary office space and certain office equipment under agreements that expire through 2017. In connection with certain lease agreements, the Company is responsible for escalation payments. The contractual obligations table above includes only guaranteed minimum lease payments for such leases and does not project potential escalation or other lease-related payments. These leases are classified as operating leases for financial statement purposes and, as such, are not recorded as liabilities on the condensed consolidated statements of financial condition.

The Company has various capital commitments to fund companies or investment funds in which it has an ownership stake. Generally, the timing of the funding of these commitments is dependent upon the needs of the investment and, therefore, is uncertain. Capital commitments have been shown in the contractual obligations table above to be paid upon the expiration of the commitment. Actual payments could be made at any time prior to such date. As these commitments are not probable and estimable, they have not been recorded on the Company’s condensed consolidated financial statements as of September 30, 2006. The above schedule does not include potential future commitments approved by the Company’s Investment Committee but which are not yet considered legally binding commitments.

The Company assumed the obligation to fund in the future certain primarily private equity funds acquired with the MLIM business. These funding commitments of $144,356 expire $12,772 in 2006, $10,795 in 2008, $15,489 in 2010 and $105,300 thereafter.

~~The Company has also committed to fund certain BlackRock funds, primarily alternative funds, a total of $42,273. These commitments expire $11,350 in 2007, $10,255 in 2010 and $20,668 thereafter.~~

BlackRock is also obligated to maintain a specified ownership level in certain investment products, which may result in additional required contributions of capital. These amounts are inherently uncertain and have been excluded from the contractual obligations schedule above. In addition, as a general partner in certain private equity partnerships, the Company receives distributions from the partnerships according to the provisions of the partnership agreements. The Company may, from time to time, be required to return all or a portion of such distributions to the limited partners in the event the limited partners do not achieve a certain return as specified in the various partnership agreements.

In October 2006, the Company, along with other investors, committed capital to fund the purchase of a large apartment complex in New York City from MetLife. The Company’s maximum commitment is $125,000, which is expected to be funded in the fourth quarter of 2006.

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)~~

In connection with the MLIM Transaction, Merrill Lynch was required to provide a minimum tangible equity balance calculated pursuant to the Transaction Agreement. As of September 30, 2006, the Company has estimated that the tangible equity in the MLIM entities exceeded the required amount by $141,922. This amount has been recorded as a payable to Merrill Lynch in Due to Affiliates on the condensed consolidated statement of financial condition at September 30, 2006. This amount is subject to a number of fair value and other adjustments. In November 2006, the Company repaid $100,000 of this amount and expects the remainder to be repaid in 2006.

In the ordinary course of business, BlackRock enters into contracts, or purchase obligations, with third parties whereby the third parties provide services to or on behalf of BlackRock. Purchase obligations included in the contractual obligations table above represent executory contracts which are either non-cancelable or cancelable with penalty. At September 30, 2006, the Company’s obligations primarily reflect shareholder servicing arrangements related to client investments in the BlackRock Closed-End Funds, sub-advisory agreements and standard service contracts with third parties for portfolio, market data and office services. Purchase obligations are recorded on the Company’s financial statements only after the goods or services have been received and, as such, these obligations are not included in the Company’s condensed consolidated financial statements as of September 30, 2006.

In connection with a management contract acquired on May 15, 2000, which was associated with the agreement and plan of merger of CORE Cap, Inc. with Anthracite Capital, Inc. (“Anthracite”), a BlackRock managed REIT, the Company recorded an $8.0 million liability using an imputed interest rate of 10.0%, the prevailing interest rate on the date of acquisition. For the period ended September 30, 2006, the related expense was $0.3 million. At September 30, 2006, the future commitment under the agreement is $4.0 million and has been included in the contractual obligations table above. If Anthracite’s management contract is terminated, not renewed or not extended for any reason other than cause, Anthracite would remit to the Company all future payments due under this obligation. As of September 30, 2006, the discounted value of this obligation was $3.2 million and was included in long-term borrowings.

On April 30, 2003, the Company purchased an investment manager of a fund of hedge funds for approximately $4.1 million in cash. Additionally, the Company committed to purchase the remaining equity of the investment manager on March 31, 2008, subject to certain acceleration provisions. The purchase price of this remaining interest is performance-based and is not subject to a maximum, minimum or the continued employment of former employees of the investment manager with the Company. Based on the current performance of the investment manager, the Company’s obligation, if it were to be settled at September 30, 2006, would be approximately $7.1 million. As the remaining obligation is dependent upon the performance of the investment managers through March 31, 2008, however, the ultimate liability is not estimable at September 30, 2006 and, as such, this commitment has been excluded from the contractual obligations table above and from BlackRock’s condensed consolidated financial statements.

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)~~

The Company has various compensation and benefit obligations, including bonuses, commissions and incentive payments payable, employee stock purchase plan and defined contribution plan matching contribution obligations, deferred compensation arrangements, defined benefit plan obligations, post-employment benefits and post-retirement benefits which are excluded from the table above due to uncertainties in their payout periods. Accrued compensation and benefits at September 30, 2006 totaled $865.3 million and included incentive compensation of $402.1 million, deferred compensation of $384.9 million and other compensation and benefits related obligations of $78.3 million. Incentive compensation is primarily payable in early 2007, while the deferred compensation obligations are generally payable over three to five years, but include defined benefit plan liabilities whose payment patterns are uncertain.

Shares to be distributed to participants under the Company’s LTIP program, which vest in the first quarter of 2007, include an option whereby the LTIP participants may put approximately $173,490 in distributed shares back to BlackRock at fair market value. The Company currently cannot estimate the number of participants that will exercise this put option upon vesting of LTIP awards in the first quarter of 2007 and has, therefore, excluded this amount from the contractual obligations table above. In addition, the Company will pay approximately $34,706 in cash awards in the first quarter of 2007 related to the LTIP awards.

SSR acts as investment manager for a synthetic CDO arrangement (“Pillars”). In connection with the Pillars transaction, SSR entered into a swap arrangement providing up to $16.7 million in credit protection with respect to a portfolio of highly-rated asset-backed securities and corporate bonds. The potential $16.7 million obligation has been excluded from the contractual obligations table above, and from the condensed consolidated financial statements, since the obligation was not considered probable of occurring as of September 30, 2006.

In January 2005, the Company closed its acquisition of SSR from MetLife for adjusted consideration of approximately $265.1 million in cash and 550,000 restricted shares of class A common stock, not including certain additional contingent payments. On the fifth anniversary of the closing of the SSR transaction, MetLife could receive an additional payment up to a maximum of $10.0 million based on the Company’s retained AUM associated with the MetLife defined benefit and defined contribution plans. Due to its inherent uncertainty, this contingency has been excluded from the contractual obligations table above and has not been recorded on the Company’s condensed consolidated financial statements as of September 30, 2006.

In many of the contracts, BlackRock agrees to indemnify the third party service provider under certain circumstances. The terms of the indemnities vary from contract to contract and the amount of indemnification liability, if any, cannot be determined and has not been included in the table above or recorded in the Company’s condensed consolidated financial statements as of September 30, 2006.

Item ~~3. Quantitative~~3.Quantitative and Qualitative Disclosures About Market Risk

In the normal course of its business, BlackRock is primarily exposed to equity market price risk, interest rate risk and foreign exchange rate risk. The tables below represent BlackRock’s total consolidated investment portfolio. Approximately $1.5 billion of BlackRock’s total investment portfolio is maintained in investments which are deemed to be controlled by BlackRock in accordance with GAAP and are, therefore, consolidated even though BlackRock may or may not own a majority of such funds. Equity risk inherent in those funds, as displayed below, would be limited to its net exposure of $371.5 million on these investments.

As a leading investment management firm, BlackRock devotes significant resources across all of its operations to identifying, measuring, monitoring, managing and analyzing market and operating risks, including in the management and oversight of its own investment portfolio. The Board of Directors of the Company has adopted guidelines for the review of investments to be made by the Company, requiring, among other things, that all investments be reviewed by the Company’s Investment Committee, which consists of senior officers of the Company, and that certain investments over prescribed thresholds receive prior approval from the Audit Committee or the Board of Directors depending on the circumstances.

BlackRock’s investments, including consolidated ~~seed~~ investments, ~~and investments consolidated under EITF 04-5, may~~ expose BlackRock to equity price risk. The following table summarizes the fair values of the investments exposed to equity price risk and provides a sensitivity analysis of the estimated fair values of those investments, assuming a 10% increase or decrease in equity prices:

BlackRock’s deferred compensation plans comprise ~~$21.9~~$49.2 million and ~~$22.3~~$31.3 million of total trading investments, and ~~$17.8~~$21.7 million and ~~$24.5~~$18.1 million of total other investments, at ~~September 30, 2006~~March 31, 2007 and December 31, ~~2005,~~2006, respectively, and reflect investments held by BlackRock with respect to senior employee elections under BlackRock’s deferred compensation plans. Any change in the fair value of these investments is offset by a corresponding change in the related deferred compensation liability.

~~Approximately $1,045,092~~During 2007, the Company established a hedging program to hedge exposure to equity price risk in certain investments through the use of BlackRock’s total investment portfolio is maintained in investment funds which are consolidated under various accounting standards even though BlackRock does not own a majority of such funds. BlackRock owns an average stake of approximately 23% of such funds. As such, equity risk inherent in those funds, as displayed above, would be partially offset in minority interest.derivative instruments.

~~Item 3. Quantitative and Qualitative Disclosures About Market Risk (continued)~~

The following table summarizes the fair value of the Company’s investments in debt securities and funds that invest primarily in debt securities that expose BlackRock to interest rate risk at ~~September 30, 2006~~March 31, 2007 and December 31, ~~2005.~~2006. The table also provides a sensitivity analysis of the estimated fair value of these financial instruments, assuming 100 basis point upward and downward parallel shifts in the yield curve:

Approximately $1,045,092 of BlackRock’s investment portfolio is maintained in investment funds which are consolidated under various accounting standards even though BlackRock does not own a majority of such funds. BlackRock owns an average stake of approximately 23% of such funds. As such, interest rate risk inherent in those funds, as displayed above, would be partially offset in minority interest.

The Company has increased its foreign exchange rate risk as a result of the MLIM ~~Transaction.~~transaction. The Company has investments totaling approximately ~~$160,445~~$144 million that are denominated in foreign currencies, primarily the British pound sterling and the euro. A 10% increase or decrease in foreign exchange rates as of ~~September 30, 2006~~March 31, 2007 would result in an increase or a decline in value of the investment portfolio of approximately ~~$16,045.~~$14 million. In addition, the Company maintains certain foreign currency denominated cash accounts totaling approximately ~~$450,000 as of September 30, 2006,~~$496.0 million at March 31, 2007, primarily in British pounds sterling. A 10% increase or decrease in foreign exchange rates as of ~~September 30, 2006~~March 31, 2007 would result in aan increase or decline in value of such cash accounts of approximately ~~$8,180.~~$49.6 million.

~~Item 3. Quantitative and Qualitative Disclosures About Market Risk (continued)~~

In February 2005, the Company issued $250 million aggregate principal amount of convertible debentures, which will be due in 2035 and bear interest at 2.625% per annum. Due to the Debentures’ conversion feature, these financial instruments are exposed to both interest rate risk and equity price risk. At ~~September 30, 2006,~~March 31, 2007, the fair value of the debentures was ~~$378.6~~$405.2 million. Assuming 100 basis point upward and downward parallel shifts in the yield curve, based on the fair value of the debentures on ~~September 30, 2006,~~March 31, 2007, the fair value of the debentures would fluctuate to ~~$370.4~~$398.6 million and ~~$386.8~~$411.7 million, respectively. Assuming a 10% increase and 10% decrease in the Company’s stock price, based on the fair value of the ~~Debentures~~debentures on ~~September 30, 2006,~~March 31, 2007, the fair value of the ~~debentures~~Debentures would fluctuate to ~~$410.1~~$437.2 million and ~~$347.5~~$373.7 million, respectively.

In addition, BlackRock’s investment management revenues are comprised of fees based on a percentage of the value of AUM and, in some cases, performance fees expressed as a percentage of the returns realized on AUM. Declines in equity market prices or interest rates, or both, could cause revenues to decline because of lower investment management fees byby:

causing the value of AUM to decrease;

causing the returns realized on AUM to decrease;

causing clients to withdraw funds in favor of investments in markets that they perceive to offer greater opportunity and that the Company does not serve; and

causing clients to rebalance assets away from investments that BlackRock manages into investments that BlackRock does not manage.

Item 4.4.Controls and Procedures

Disclosure Controls and Procedures

Under the direction of BlackRock’s Chief Executive Officer and Chief Financial Officer, BlackRock ~~management~~ evaluated the effectiveness of its disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of ~~September 30, 2006.~~March 31, 2007. Based on this evaluation, BlackRock’s Chief Executive Officer and Chief Financial Officer have concluded that BlackRock’s disclosure controls and procedures were effective as of ~~September 30, 2006.~~March 31, 2007.

~~No change~~Internal Control and Financial Reporting

Other than system conversion activities related to the transition of support from Merrill Lynch to BlackRock, there have been no changes in internal control over financial reporting ~~occurred~~ during the ~~period~~quarter ended ~~September 30, 2006~~March 31, 2007 that ~~has~~have materially affected, or isare reasonably likely to materially affect, such internal control over financial reporting.

The Company ~~believes that the acquisition of the MLIM business will have a significant impact on the Company’s disclosure controls and procedures and internal control over financial reporting and currently~~ is ~~evaluating~~continuing to evaluate its internal controls in light of the MLIM ~~Transaction. The Company~~Transaction and expects to make ~~the appropriate~~additional modifications to its internal controls after completion of its review.

- 4938 -

PART II —– OTHER INFORMATION

Item ~~1. Legal~~1.Legal Proceedings

BlackRock has received subpoenas from various U.S. federal and state governmental and regulatory authorities and various information requests from the SEC in connection with industry-wide investigations of U.S. mutual fund matters. BlackRock is continuing to cooperate fully in these matters. From time to time, BlackRock is subject to other regulatory inquiries and proceedings.

The Company, including a number of the legal entities acquired in the MLIM Transaction, has been named as a defendant in various legal actions, including arbitrations, class actions, and other litigation and regulatory proceedings arising in connection with BlackRock’s activities. Additionally, the investment funds that the Company manages are subject to lawsuits, any of which could harm the investment returns of the applicable fund or result in ~~the Company~~managers being liable to the funds for any resulting damages. While Merrill Lynch has agreed to indemnify the Company for certain of the pre-closing liabilities related to legal and regulatory proceedings acquired in the MLIM Transaction, entities that BlackRock now owns may be named as defendants in these matters and the Company’s reputation may be negatively impacted.

Management, after consultation with legal counsel, does not currently anticipate that the aggregate liability, if any, arising out of such regulatory matters or lawsuits will have a material adverse effect on BlackRock’s financial position, 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 and cash flows in any future reporting period.

Item ~~1A. Risk Factors~~

BlackRock’s business, financial condition or results of operations could be materially adversely affected by any of the following risks. The value of the Company’s securities could decline due to any of these risks. The following risk factors are intended to supersede those presented in the Company’s Form 10-K as of December 31, 2005 as filed with the SEC on March 8, 2006.

~~Risks Related to Our Business and Competition~~

~~Changes in the securities markets could lead to a decline in revenues.~~

BlackRock’s investment management revenues are comprised of fees based on a percentage of the value of assets under management (“AUM”) and, in some cases, performance fees expressed as a percentage of the returns realized on AUM. A decline in the prices of stocks or bonds within or outside the United States could cause revenues to decline because of lower investment management fees by:

~~causing the value of AUM to decrease;~~

~~causing the returns realized on AUM to decrease;~~

~~causing clients to withdraw funds in favor of investments in markets that they perceive offer greater opportunity and that the Company does not serve; and~~

~~causing clients to rebalance assets away from investments that BlackRock manages into investments that it does not manage.~~

~~Poor investment performance could lead to the loss of clients and a decline in revenues.~~

The Company’s management believes that investment performance is one of the most important factors for the growth of AUM. Poor investment performance relative to the portfolio benchmarks and to competitors could reduce revenues and growth because:

~~existing clients might withdraw funds in favor of better performing products, which would result in lower investment management fees;~~

~~the ability to attract funds from existing and new clients might diminish;~~

~~the Company might earn minimal or no performance fees; and~~

~~the value of certain seed investments that BlackRock makes in its funds, as well as investments in other securities, may decline.~~

~~- 50 -~~

~~PART II — OTHER INFORMATION (continued)~~

~~Item 1A. Risk Factors (continued)~~

~~Loss of key employees could lead to the loss of clients and a decline in revenues.~~

The ability to attract and retain quality personnel has contributed significantly to BlackRock’s growth and success and is important to attracting and retaining clients. The market for qualified fund managers, investment analysts, financial advisers and other professionals is competitive. Key employees may depart because of issues relating to the difficulty integrating the MLIM business. The Company has encouraged the continued retention of executives and other key personnel through measures such as providing deferred compensation and competitive annual and long-term compensation arrangements and, in the case of the Company’s Chairman and Chief Executive Officer, an employment agreement. BlackRock has also provided retention incentives for individuals who are a part of the combined business that took effect upon the completion of the MLIM Transaction. However, there can be no assurance that the Company will be successful in its efforts to recruit and retain the required personnel. Loss of a significant number of key personnel could have an adverse effect on the Company.

~~Our investment advisory contracts may be terminated or may not be renewed by clients.~~

Separate account clients may terminate their investment management contracts with BlackRock or withdraw funds on short notice. The Company has, from time to time, lost separate accounts and could, in the future, lose accounts under various circumstances, such as adverse market conditions or poor performance. Additionally, BlackRock manages its U.S. mutual funds pursuant to management contracts with the funds that must be renewed and approved by the funds’ boards of directors annually. A majority of the directors of each mutual fund are independent from BlackRock. Consequently, there can be no assurance that the board of directors of each fund that the Company manages will approve the fund’s management contract each year, or will not condition its approval on the terms of the management contract being revised in a way that is adverse to the Company.

~~Failure to comply with client contractual requirements and/or guidelines could result in damage awards against BlackRock and loss of revenues due to client terminations.~~

When clients retain BlackRock to manage assets or provide products or services on their behalf, they specify guidelines or contractual requirements that the Company is required to observe in the provision of its services. A failure to comply with these guidelines or contractual requirements could result in damage to BlackRock’s reputation or to the client seeking to recover losses, reducing its AUM or risk management advisory assignment, or terminating its contract, any of which could cause the Company’s earnings or stock price to decline.

~~Competitive fee pressures could reduce revenues and profit margins.~~

The investment management business is highly competitive and has relatively low barriers to entry. To the extent that the Company is forced to compete on the basis of price, it may not be able to maintain its current fee structure. Fee reductions on existing or future new business could cause revenues and profit margins to decline.

~~Performance fees may increase earnings volatility, which could decrease BlackRock’s stock price.~~

A portion of the Company’s revenues are derived from performance fees on investment and risk management advisory assignments. In most cases, performance fees are based on investment returns, although in some cases they are based on achieving specific service standards. Generally, the Company is entitled to performance fees only if the returns on the related portfolios exceed agreed-upon periodic or cumulative return targets. If these targets are not exceeded, performance fees for that period will not be earned and, if targets are based on cumulative returns, the Company may not earn performance fees in future periods. Performance fees will vary from period to period in relation to volatility in investment returns, causing earnings to be more volatile than if assets were not managed on a performance fee basis. The volatility in earnings may decrease BlackRock’s stock price. Performance fees represented $202.4 million, or 18.7%, of total revenue for the nine months ended September 30, 2006.

~~- 51 -~~

~~PART II — OTHER INFORMATION (continued)~~

~~Item 1A. Risk Factors (continued)~~

~~Additional acquisitions may decrease earnings and harm the Company’s competitive position.~~

BlackRock employs a variety of strategies intended to enhance earnings and expand product offerings in order to improve profit margins. These strategies have included smaller-sized lift-outs of investment teams and acquisitions of investment management businesses, such as the MLIM Transaction. In general, these strategies may not be effective and failure to successfully develop and implement these strategies may decrease earnings and harm the Company’s competitive position in the investment management industry. In the event BlackRock pursues meaningful acquisitions, it may not be able to find suitable businesses to acquire at acceptable prices and it may not be able to successfully integrate or realize the intended benefits from these acquisitions.

~~Risks Related to BlackRock’s Operations~~

~~Failure to maintain adequate infrastructure could impede the ability to support business growth.~~

BlackRock has experienced significant growth in its business activities as a result of the MLIM Transaction and other efforts. The Company is in the process of building out its infrastructure to integrate the MLIM business and to support continued growth, including technological capacity, data centers, backup facilities and sufficient space for expanding staff levels. The failure to maintain an adequate infrastructure commensurate with expansion could impede the Company’s growth, which could cause the Company’s earnings or stock price to decline.

~~Our expansion into international markets increases our operational, regulatory and other risks.~~

BlackRock has dramatically increased its international business activities as a result of the MLIM Transaction and other efforts. As a result of such expansion, the Company faces increased operational, regulatory, reputational and foreign exchange rate risk. The failure of the Company’s systems of internal control to properly mitigate such additional risks, or of its operating infrastructure to support such international expansion, could result in operational failures and regulatory fines or sanctions, which could cause the Company’s earnings or stock price to decline.

~~Failure to maintain a technological advantage could lead to a loss of clients and a decline in revenues.~~

A key element to continued success is the ability to maintain a technological advantage both in terms of operational efficiency and in providing the sophisticated risk analytics incorporated into BlackRock’s operating systems that support investment advisory and~~BlackRock Solutions~~ clients. Moreover, the Company’s technological and software advantage is dependent on a number of third parties who provide it with various types of data. The failure of these third parties to provide such data or software could result in operational difficulties and adversely impact BlackRock’s ability to provide services to~~BlackRock Solutions~~ clients. There can be no assurance that the Company will be able to maintain this technological advantage or be able to effectively protect and enforce its intellectual property rights in these systems and processes.

Failure to implement effective information security policies, procedures and capabilities could disrupt operations and cause financial losses that could result in a decrease in our earnings or stock price.

BlackRock is dependent on the effectiveness of its information security policies, procedures and capabilities to protect its computer and telecommunications systems, and the data that reside on or are transmitted through them. An externally caused information security incident, such as a hacker attack or a virus or worm, or an internally caused issue, such as failure to control access to sensitive systems, could materially interrupt business operations or cause disclosure or modification of sensitive or confidential information and could result in material financial loss, regulatory actions, breach of client contracts, reputational harm or legal liability, which, in turn, could cause a decline in the Company’s earnings or stock price.

~~- 52 -~~

~~PART II — OTHER INFORMATION (continued)~~

~~Item 1A. Risk Factors (continued)~~

~~Risks Related to the Recently Closed MLIM Transaction~~

~~The continuing integration of the MLIM business creates numerous risks and uncertainties that could adversely affect profitability.~~

The MLIM business and personnel are in the process of being integrated with BlackRock’s previously existing business and personnel. These transition activities are complex, and the Company may encounter unexpected difficulties, or incur unexpected costs, in any of them, including:

~~the diversion of management’s attention to integration matters;~~

~~difficulties in achieving expected synergies associated with the MLIM Transaction;~~

~~difficulties in the integration of operations and systems;~~

~~difficulties in the assimilation of employees;~~

~~difficulties in replacing the support functions previously provided by Merrill Lynch to MLIM, including support and assistance in respect of risk management, financial and operational functions;~~

~~challenges in keeping existing clients and obtaining new clients, including potential conflicts of interest; and~~

~~challenges in attracting and retaining key personnel.~~

As a result, the Company may not be able to realize the expected revenue growth and other benefits that it hopes to achieve from the MLIM Transaction. In addition, BlackRock may be required to spend additional time or money on integration that would otherwise be spent on the development and expansion of its business and services.

~~Merrill Lynch is a primary distributor of BlackRock’s products, and the Company is therefore subject to risks associated with the business of Merrill Lynch.~~

Pursuant to a global distribution agreement entered into with Merrill Lynch in connection with the MLIM Transaction, Merrill Lynch distributes BlackRock’s asset management products and services through its various distribution channels and is a primary distributor of the Company’s products. The Company may not be successful in distributing products through Merrill Lynch or in distributing our products and services through other third party distributors, and the transfer of the MLIM business to BlackRock might have an adverse effect on Merrill Lynch’s ability to distribute, and on the costs of distributing, the Company’s existing products and services. If BlackRock is unable to distribute its products and services successfully or if it experiences an increase in distribution-related expenses following the completion of the MLIM Transaction, BlackRock’s business, results of operations or financial condition may be adversely affected.

~~Loss of market share with Merrill Lynch’s Global Private Client group could harm operating results.~~

A significant portion of the revenue of the MLIM business has historically come from AUM generated by Merrill Lynch’s Global Private Client Group (“GPC”). At September 29, 2006, the GPC affiliated accounts of the MLIM business represented 20% of BlackRock’s AUM. BlackRock’s ability to maintain a strong relationship with GPC is material to the Company’s future performance. If one of the Company’s competitors gains significant additional market share within the GPC retail channel, then BlackRock’s business, results of operations or financial condition might be negatively impacted.

~~- 53 -~~

~~PART II — OTHER INFORMATION (continued)~~

~~Item 1A. Risk Factors (continued)~~

For so long as Merrill Lynch and PNC maintain certain levels of stock ownership, Merrill Lynch and PNC will vote as stockholders in accordance with the recommendation of the BlackRock’s board of directors, and certain actions will require special board approval or the prior approval of Merrill Lynch and PNC.

As a result of the stockholder agreements entered into with BlackRock and PNC and Merrill Lynch in connection with the MLIM Transaction, together with the Company’s ownership structure, stockholders may have no effective power to influence corporate actions. Merrill Lynch owns 45% of BlackRock’s issued and outstanding common stock, and approximately 49.3% of total capital stock on a fully-diluted basis, and PNC owns approximately 34% of BlackRock’s issued and outstanding capital stock.

Merrill Lynch and PNC have agreed to vote all of their shares in accordance with the recommendation of BlackRock’s board of directors to the extent consistent with the provisions of the Merrill Lynch stockholder agreement and the PNC implementation and stockholder agreement. As a consequence, matters submitted to a stockholder vote, including elections of directors, will be approved or disapproved solely in accordance with the determinations of the BlackRock board of directors, so long as the shares held by Merrill Lynch and PNC constitute a majority of the outstanding shares. This arrangement will have the effect of concentrating control over BlackRock in its board of directors, whether or not stockholders agree with any particular determination of the board.

~~Legal and Regulatory Risks~~

~~BlackRock is subject to extensive regulation in the United States and internationally.~~

BlackRock’s business is subject to extensive regulation in the United States and around the world. Violation of applicable laws or regulations could result in fines, temporary or permanent prohibition of the engagement in certain activities, reputational harm, suspensions of personnel or revocation of their licenses, suspension or termination of investment adviser or broker-dealer registrations, or other sanctions, which could cause the Company’s earnings or stock price to decline. Additionally, BlackRock’s business may be adversely impacted by regulatory and legislative initiatives imposed by various U.S. and non-U.S. regulatory and exchange authorities, and industry participants that continue to review and, in many cases, adopt changes to their established rules and policies.

~~Failure to comply with the Investment Advisers Act and the Investment Company Act and related regulations could result in substantial harm to BlackRock’s reputation and results of operations.~~

Certain of BlackRock’s subsidiaries are registered with the SEC under the Investment Advisers Act and BlackRock’s U.S. mutual funds are registered with the SEC under the Investment Company Act. The Investment Advisers Act imposes numerous obligations and fiduciary duties on registered investment advisers, including record-keeping, operating and marketing requirements, disclosure obligations and prohibitions on fraudulent activities. The Investment Company Act imposes similar obligations, as well as additional detailed operational requirements, on investment advisers to registered investment companies. The failure of any of BlackRock’s subsidiaries to comply with the Investment Advisers Act or the Investment Company Act could cause the SEC to institute proceedings and impose sanctions for violations of either of these acts, including censure, termination of an investment adviser’s registration or prohibition to serve as adviser to SEC-registered funds and could lead to litigation by investors in those funds or harm to the Company’s reputation, any of which could cause its earnings or stock price to decline.

~~- 54 -~~

~~PART II — OTHER INFORMATION (continued)~~

~~Item 1A. Risk Factors (continued)~~

~~Failure to comply with ERISA regulations could result in penalties and cause the Company’s earnings or stock price to decline.~~

BlackRock’s asset management subsidiaries are subject to the Employee Retirement Income Security Act (“ERISA”) and to regulations promulgated thereunder, insofar as they act as a “fiduciary” under ERISA with respect to benefit plan clients. ERISA and applicable provisions of the Internal Revenue Code impose duties on persons who are fiduciaries under ERISA, prohibit specified transactions involving ERISA plan clients and provide monetary penalties for violations of these prohibitions. The failure of any of BlackRock’s subsidiaries to comply with these requirements could result in significant penalties that could reduce the Company’s earnings or cause its stock price to decline.

~~BlackRock is subject to banking regulations that may limit its business activities.~~

Because BlackRock is deemed an affiliate of PNC, a bank holding company, the Company is subject to general banking regulations that limit the activities and the types of businesses in which it may engage. Banking regulations may put the Company at a competitive disadvantage because most competitors are not subject to these limitations. As an affiliate of PNC, BlackRock is subject to the supervision, regulation and examination of the Federal Reserve Board (“FRB”). The Company is also subject to the broad enforcement authority of the FRB, including the FRB’s power to prohibit BlackRock from engaging in any activity that, in the FRB’s opinion, constitutes an unsafe or unsound practice in conducting the Company’s business. The FRB also may impose substantial fines and other penalties for violations of applicable banking regulations.

~~Legal proceedings could adversely affect operating results and financial condition for a particular period.~~

Many aspects of BlackRock’s business involve substantial risks of legal liability. The Company, including a number of the legal entities acquired in the MLIM Transaction, has been named as a defendant in various legal actions, including arbitrations, class actions, and other litigation and regulatory proceedings arising in connection with BlackRock’s activities. Additionally, the investment funds that the Company manages are subject to lawsuits, any of which could harm the investment returns of the applicable fund or result in the Company being liable to the funds for any resulting damages. While Merrill Lynch has agreed to indemnify the Company for certain of the pre-closing liabilities related to legal and regulatory proceedings acquired in the MLIM Transaction, entities that BlackRock now owns may be named as defendants in these matters and the Company’s reputation may be negatively impacted. Liability for legal actions for which no indemnification is available could have a negative impact on results of operations and financial condition. See “Part II, Item I, Legal Proceedings.”

~~- 55 -~~

~~PART II — OTHER INFORMATION (continued)~~

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

(c)

During the three months ended ~~September 30, 2006,~~March 31, 2007, the Company made the following purchases of its ~~shares of class A~~ common stock, ~~that were~~which are registered pursuant to Section 12(b) of the ~~Securities~~ Exchange ~~Act of 1934.~~Act.

Total Number of
Shares
Purchased

Average Price
Paid per Share

Total Number of
Shares
Purchased as
Part of Publicly
Announced Plans
of Programs

Maximum
Number of
Shares that May
Yet Be
Purchased
Under the Plans
or Programs¹
July 1, 2006 through July 31, 2006
   180,825 $ 129.21    180,825    —
August 1, 2006 through August 31, 2006
   204 ² $ 125.43    —      2,100,000
September 1, 2006 through September 30, 2006
   —   —      —      2,100,000

Total
   181,029 $ 129.20    180,825


	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans of Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs¹
January 1, 2007 through January 31, 2007	967,703	²	$	169.15	—	2,100,000
February 1, 2007 through February 28, 2007	4,196	³	$	169.17	—	2,100,000
March 1, 2007 through March 31, 2007	—			—	—	2,100,000	⁴

Total	971,899		$	169.15	—

~~On January 21, 2004, the Company announced a two million share repurchase program.~~ On August 2, 2006, the Company announced ~~that it had made purchases of all two million shares under this program and that the Board has authorized~~ a ~~new program to purchase an additional~~ 2.1 million ~~shares.~~share repurchase program with no stated expiration date.

Includes 966,512 shares purchased by the Company from employees on January 29, 2007 pursuant to a put feature available in connection with the payment of BlackRock’s LTIP awards on that date. This number also includes purchases made by the Company ~~primarily~~ to satisfy income tax withholding obligations of employees related to the vesting of certain ~~employees.~~restricted stock or restricted stock unit awards. All such purchases were made outside of the publicly announced share repurchase program.

On February 8, 2007, the Company purchased 4,196 shares from employees pursuant to a put feature available in connection with the payment of BlackRock’s LTIP awards.

⁴

During the second quarter 2007 through May 2, 2007, the Company had repurchased a total of 445,700 shares at an average price of $151.44 per share under the program.

- 5639 -

PART II —– OTHER INFORMATION (continued)

Item ~~4. Submission of Matters to a Vote of the Stockholders~~

The 2006 special meeting of the stockholders of Old BlackRock, Inc. was held on September 25, 2006 for the purpose of considering and acting upon the following items. Old BlackRock’s class A common stockholders and class B common stockholders voted together as a single class on each proposal considered at the special meeting. Class B common stockholders also voted separately as a class on the adoption of the Transaction Agreement and the approval of the MLIM Transaction and on each proposal relating to the adoption of provisions of the BlackRock certificate of incorporation. Each share of class A common stock was entitled to one vote and each share of class B common stock was entitled to five votes.

~~(1)~~~~Proposed MLIM~~~~Transaction~~~~. Eight matters were approved and the votes cast for or against and the abstentions were as follows:~~

   Aggregate Votes
   For    Against    Abstained
1.      On the proposal to adopt the transaction agreement and plan of merger, dated as of February 15, 2006 by and among Merrill Lynch & Co., Inc., Old BlackRock, BlackRock and BlackRock Merger Sub, Inc. and the approval of the merger contemplated thereby, pursuant to which BlackRock Merger Sub, Inc. was merged with and into Old BlackRock, with Old BlackRock surviving the merger as an indirect wholly owned subsidiary of BlackRock, and in which each share of issued and outstanding Old BlackRock class A common stock and each share of issued and outstanding BlackRock class B common stock was converted into one share of common stock of BlackRock.
   228,240,600    2,565    10,242
   Aggregate Votes
   For    Against    Abstained
2.      On the proposal to adopt in consideration for its contribution to BlackRock of the entities and assets that constitute its investment management business, the approval of issuance by BlackRock to Merrill Lynch of 65 million shares of capital stock of BlackRock, subject to adjustment, which was divided between shares of BlackRock common stock and shares of newly-issued non-voting series A convertible participating preferred stock, such that Merrill Lynch will hold no more than 45% of the voting power of BlackRock and no more than 49.8% of the total capital stock of BlackRock on a fully-diluted basis following the completion of the transactions.
   228,230,344    6,729    16,334

~~- 57 -~~

~~PART II — OTHER INFORMATION (continued)~~

~~Item 4. Submission of Matters to a Vote of the Stockholders (continued)~~

   Aggregate Votes
   For    Against    Abstained
3.      On the proposal to adopt the provisions in BlackRock’s certificate of incorporation and by-laws that state that, except as otherwise provided by law or the stockholders agreement with Merrill Lynch and PNC, at all meetings of the board of directors, a majority of the entire board of directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors.
   228,173,137    64,278    15,992
   Aggregate Votes
   For    Against    Abstained
4.      On the proposal to adopt the provisions in BlackRock’s certificate of incorporation and by-laws that provide that the certificate of incorporation and by-laws may only be amended or modified in accordance with the provisions of the stockholder agreement with Merrill Lynch and the implementation and stockholders agreement with PNC, each of which was entered into in connection with the transactions described in Proposals 1 and 2.
   228,174,477    63,652    15,278
   Aggregate Votes
   For    Against    Abstained
5.      On the proposal to adopt the provisions in BlackRock’s certificate of incorporation authorizing 1 billion shares of capital stock, including 500 million shares of common stock and 500 million shares of preferred stock.
   228,087,988    153,739    11,680

~~- 58 -~~

~~PART II — OTHER INFORMATION (continued)~~

~~Item 4. Submission of Matters to a Vote of the Stockholders (continued)~~

   Aggregate Votes
   For    Against    Abstained
6.      On the proposal to adopt the provisions in BlackRock’s certificate of incorporation and by-laws permitting action by written consent of stockholders if such action has been approved in advance by the board of directors.
   228,025,134    198,975    29,297
   Aggregate Votes
   For    Against    Abstained
7.      On the proposal to adopt the provisions in BlackRock’s certificate of incorporation and by-laws permitting the number of directors on BlackRock’s board of directors to be changed by a vote of a majority of the entire board of directors.
   228,139,253    82,192    31,962
   Aggregate Votes
   For    Against    Abstained
8.      On the proposal to adopt a provision in BlackRock’s certificate of incorporation providing that BlackRock will be subject to Section 203 of the General Corporation Law of the State of Delaware, which governs certain business combinations with interested stockholders.
   228,127,350    92,120    33,937

~~- 59 -~~

~~PART II — OTHER INFORMATION (continued)~~

~~Item 4. Submission of Matters to a Vote of the Stockholders (continued)~~

~~(2)~~~~Compensation Plan~~~~. One matter was approved and the votes cast for or against and the abstentions were as follows:~~

   Aggregate Votes
   For    Against    Abstained
9.      On the proposal to adopt an amendment to the BlackRock, Inc. 1999 Stock Award and Incentive Plan to increase the number of shares of Old BlackRock class A common stock authorized for issuance under the incentive plan from 14,000,000 to 17,000,000 shares.
   227,370,939    568,477    28,901

~~- 60 -~~

~~PART II — OTHER INFORMATION (continued)~~

~~Item 6. Exhibits~~6.Exhibits

As used in this exhibit list, “BlackRock” refers to BlackRock, Inc. (formerly named New BlackRock, Inc. and previously, New Boise, Inc.) and “Old BlackRock” refers to BlackRock Holdco 2, Inc. (formerly named BlackRock, Inc.), which is the predecessor of BlackRock.


Exhibit No.		Description

2.1(1)		Transaction Agreement and Plan of Merger, dated as of February 15, 2006, by and among Merrill Lynch & Co., Inc., ~~the Registrant (formerly named New~~ BlackRock, ~~Inc. and previously named New Boise, Inc.),~~ Boise Merger Sub, Inc. and Old BlackRock.

3.1(2)		Amended and Restated Certificate of Incorporation of ~~the Registrant.~~BlackRock.

3.2(2)		Amended and Restated Bylaws of ~~the Registrant.~~BlackRock.

3.3(2)		Certificate of Designations of Series A Convertible Participating Preferred Stock of ~~the registrant.~~BlackRock.

4.1(3)		Specimen of Common Stock Certificate.

4.2(4)		Indenture, dated as of February 23, 2005, between Old BlackRock and The Bank of New York (as successor-in-interest to JPMorgan Chase Bank, N.A.), as trustee, relating to the 2.625% Convertible Debentures due 2035.

4.3(4)		Form of 2.625% Convertible Debenture due 2035 (included as Exhibit A in Exhibit 4.2).

4.4(2)		First Supplemental Indenture, dated September 29, 2006.

10.1(5)		Tax Disaffiliation Agreement, dated October 6, 1999, among Old BlackRock, PNC Asset Management, Inc. and The PNC Financial Services Group, Inc., formerly PNC Bank Corp.

10.2(3)		BlackRock, Inc. 1999 Stock Award and Incentive Plan.+

10.3(3)		Amendment No. 1 to the BlackRock, Inc. 1999 Stock Award and Incentive Plan.+

10.4(3)		Amendment No. 2 to the BlackRock, Inc. 1999 Stock Award and Incentive Plan.+

10.5(3)		Amendment No. 3 to the BlackRock, Inc. 1999 Stock Award and Incentive Plan.+

10.6(3)		Amendment No. 4 to the BlackRock, Inc. 1999 Stock Award and Incentive Plan.+

10.7(3)		BlackRock, Inc. 2002 Long-Term Retention and Incentive Program.+

10.8(3)		Amendment No. 1 to 2002 Long-Term Retention and Incentive Program.+

10.9(3)		Amendment No. 2 to 2002 Long-Term Retention and Incentive Program.+

10.10(3)		BlackRock, Inc. Nonemployee Directors Stock Compensation Plan.+

10.11(3)		BlackRock, Inc. Voluntary Deferred Compensation Plan.+

10.12(3)		BlackRock, Inc. Involuntary Deferred Compensation Plan.+

10.13(2)		Form of Stock Option Agreement expected to be used in connection with future grants of Stock Options under the BlackRock, Inc. 1999 Stock Award and Incentive Plan.+

- 6140 -

PART II —– OTHER INFORMATION (continued)

Item 6. Exhibits



10.14(2)		Form of Restricted Stock Agreement expected to be used in connection with future grants of Restricted Stock under the BlackRock, Inc. 1999 Stock Award and Incentive Plan.+

10.15(2)		Form of Restricted Stock Unit Agreement expected to be used in connection with future grants of Restricted Stock Units under the BlackRock, Inc. 1999 Stock Award and Incentive Plan.+

10.16(2)		Form of Directors’ Restricted Stock Unit Agreement expected to be used in connection with future grants of Restricted Stock Units under the BlackRock, Inc. 1999 Stock Award and Incentive Plan.+

10.17(6)		BlackRock International, Ltd. Amended and Restated Long-Term Deferred Compensation Plan.+

10.18(7)		Amendment No. 1 to the BlackRock International, Ltd. Amended and Restated Long-Term Deferred Compensation Plan.+

10.19(2)		Registration Rights Agreement, dated as of September 29, 2006, among ~~the Registrant,~~BlackRock, Merrill Lynch & Co., Inc. and the PNC Financial Service Group, Inc.

10.20(5)		Services Agreement, dated October 6, 1999, between Old BlackRock and The PNC Financial Services Group, Inc., formerly PNC Bank Corp.

10.21(8)		Agreement of Lease, dated May 3, 2000, between 40 East 52nd Street L.P. and Old BlackRock.

10.22(9)		Agreement of Lease, dated September 4, 2001, between 40 East 52nd Street L.P. and Old BlackRock.

10.23(10)		Share Surrender Agreement, dated October 10, 2002, among Old BlackRock, PNC Asset Management, Inc., and The PNC Financial Services Group, Inc.

10.24(1)		First Amendment, dated as of February 15, 2006, to the Share Surrender Agreement, dated as of October 10, 2002, among PNC Bancorp, Inc., The PNC Financial Services Group, Inc. and Old BlackRock.

~~10.25(10)~~10.25(11)		~~Employment Agreement, between Old BlackRock~~Amended and ~~Laurence D. Fink, dated October 10, 2002.~~ Restated 1999 Annual Incentive Performance Plan.+

~~10.26(11)~~10.26(12)		Agreement of Lease, dated July 29, 2004, between Park Avenue Plaza Company L.P. and Old BlackRock.

~~10.27(11)~~10.27(12)		Letter Agreement, dated July 29, 2004, amending the Agreement of Lease between Park Avenue Plaza Company L.P. and Old BlackRock.

~~10.28(12)~~10.28(13)		Stock Purchase Agreement among MetLife, Inc., Metropolitan Life Insurance Company, SSRM Holdings, Inc. Old BlackRock and BlackRock Financial Management, Inc., dated August 25, 2004.

10.29(4)		Registration Rights Agreement dated as of February 23, 2005, between Old BlackRock and Morgan Stanley & Co. Incorporated, as representative of the initial purchasers named therein, relating to the 2.625% Convertible Debentures due 2035.

- 6241 -

PART II —– OTHER INFORMATION (continued)

Item 6. Exhibits



10.30(1)		Implementation and Stockholder Agreement, dated as of February 15, 2006, among The PNC Financial Services Group, Inc., ~~the Registrant (formerly named New~~ BlackRock ~~Inc. and previously named New Boise, Inc.)~~ and Old BlackRock.

10.31(1)		Stockholder Agreement, dated as of February 15, 2006, between Merrill Lynch & Co., Inc. and ~~the Registrant (formerly named New BlackRock, Inc. and previously named New Boise, Inc.).~~BlackRock.

10.32(2)		Letter to Robert C. Doll.+

~~10.33(13)~~10.33(14)		Global Distribution Agreement, dated as of September 29, 2006, by and between ~~the Registrant~~BlackRock and Merrill Lynch & Co., Inc.

~~10.34(13)~~10.34(14)		Transition Services Agreement, dated as of September 29, 2006, by and between Merrill Lynch & Co., Inc. and ~~the Registrant.~~BlackRock.

10.35(15)		Five-Year Revolving Credit Agreement dated as of December 19, 2006, by and among BlackRock, Wachovia Bank, National Association, as administrative agent, swingline lender and issuing lender, various lenders, Wachovia Capital Markets, LLC, as sole lead arranger and sole book manager, and ABN Amro Bank, N.V., HSBC Bank USA, National Association, JPMorgan Chase Bank and UBS Loan Finance LLC, as documentation agents.

12.1		Ratio of Earnings to Fixed Charges.

31.1		Section 302 Certification of Chief Executive Officer.

31.2		Section 302 Certification of Chief Financial Officer.

32.1		Section 906 Certification of Chief Executive Officer and Chief Financial Officer.

(1)	Incorporated by Reference to Old BlackRock’s Current Report on Form 8-K (Commission File No. 001-15305) filed on February 22, 2006.

(2)	Incorporated by Reference to the Registrant’s Current Report on Form 8-K (Commission File No. 001-33099) filed with the Securities and Exchange Commission on October 5, 2006.

(3)	Incorporated by Reference to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-137708) filed with the Securities and Exchange Commission on September 29, 2006.

(4)	Incorporated by Reference to Old BlackRock’s Annual Report on Form 10-K (Commission File No. 001-15305) for the year ended December 31, 2004.

(5)	Incorporated by Reference to Old BlackRock’s Registration Statement on Form S-1 (Registration No. 333-78367), as amended, originally filed with the Securities and Exchange Commission on May 13, 1999.

(6)	Incorporated by Reference to Old BlackRock’s Registration Statement on Form S-8 (Registration No. 333-32406), originally filed with the Securities and Exchange Commission on March 14, 2000.

(7)	Incorporated by Reference to Old BlackRock’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended September 30, 2000.

(8)	Incorporated by Reference to Old BlackRock’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended March 31, 2000.

(9)	Incorporated by Reference to Old BlackRock’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended September 30, 2001.

(10)	Incorporated by Reference to Old BlackRock’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended September 30, 2002.

(11)	Incorporated by Reference to Old BlackRock’s Annual Report on Form 10-K (Commission File No. 001-15305), for the year ended December 31, 2002.

(12)	Incorporated by Reference to Old BlackRock’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended June 30, 2004.

~~(12)~~(13)

Incorporated by Reference to Old BlackRock’s Current Report on Form 8-K (Commission File No. 001-15305) filed on August 30, 2004.

- 42 -

EXHIBIT INDEX (continued)

~~(13)~~(14)

Incorporated by Reference to BlackRock’s Registration Statement on Form S-4, as amended, originally filed with the Securities and Exchange Commission on June 9, 2006.

+(15)

~~Denotes compensatory plans.~~Incorporated by reference to BlackRock’s Current Report on Form 8-K filed on December 22, 2006.

+ Denotes compensatory plans or arrangements.

- 6343 -

SIGNATURES

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


	~~BLACKROCK, INC.~~
	~~(Registrant)~~

	~~By:~~	~~/s/ Steven E. Buller~~
~~Date: November 14, 2006~~		~~Steven E. Buller~~
		BLACKROCK, INC. (Registrant)

Date: May 10, 2007		By:	/s/ Paul L. Audet
			Paul L. Audet Managing Director & Acting Chief Financial Officer

EXHIBIT INDEX


Exhibit No.		Description

2.1(1)		Transaction Agreement and Plan of Merger, dated as of February 15, 2006, by and among Merrill Lynch & Co., Inc., ~~the Registrant (formerly named New~~ BlackRock, ~~Inc. and previously named New Boise, Inc.),~~ Boise Merger Sub, Inc. and Old BlackRock.

3.1(2)		Amended and Restated Certificate of Incorporation of ~~the Registrant.~~BlackRock.

3.2(2)		Amended and Restated Bylaws of ~~the Registrant.~~BlackRock.

3.3(2)		Certificate of Designations of Series A Convertible Participating Preferred Stock of ~~the registrant.~~BlackRock.

4.1(3)		Specimen of Common Stock Certificate.

4.2(4)		Indenture, dated as of February 23, 2005, between Old BlackRock and The Bank of New York (as successor-in-interest to JPMorgan Chase Bank, N.A.), as trustee, relating to the 2.625% Convertible Debentures due 2035.

4.3(4)		Form of 2.625% Convertible Debenture due 2035 (included as Exhibit A in Exhibit 4.2).

4.4(2)		First Supplemental Indenture, dated September 29, 2006.

10.1(5)		Tax Disaffiliation Agreement, dated October 6, 1999, among Old BlackRock, PNC Asset Management, Inc. and The PNC Financial Services Group, Inc., formerly PNC Bank Corp.

10.2(3)		BlackRock, Inc. 1999 Stock Award and Incentive Plan.+

10.3(3)		Amendment No. 1 to the BlackRock, Inc. 1999 Stock Award and Incentive Plan.+

10.4(3)		Amendment No. 2 to the BlackRock, Inc. 1999 Stock Award and Incentive Plan.+

10.5(3)		Amendment No. 3 to the BlackRock, Inc. 1999 Stock Award and Incentive Plan.+

10.6(3)		Amendment No. 4 to the BlackRock, Inc. 1999 Stock Award and Incentive Plan.+

10.7(3)		BlackRock, Inc. 2002 Long-Term Retention and Incentive Program.+

10.8(3)		Amendment No. 1 to 2002 Long-Term Retention and Incentive Program.+

10.9(3)		Amendment No. 2 to 2002 Long-Term Retention and Incentive Program.+

10.10(3)		BlackRock, Inc. Nonemployee Directors Stock Compensation Plan.+

10.11(3)		BlackRock, Inc. Voluntary Deferred Compensation Plan.+

10.12(3)		BlackRock, Inc. Involuntary Deferred Compensation Plan.+

10.13(2)		Form of Stock Option Agreement expected to be used in connection with future grants of Stock Options under the BlackRock, Inc. 1999 Stock Award and Incentive Plan.+

EXHIBIT INDEX (continued)


10.14(2)		Form of Restricted Stock Agreement expected to be used in connection with future grants of Restricted Stock under the BlackRock, Inc. 1999 Stock Award and Incentive Plan.+

10.15(2)		Form of Restricted Stock Unit Agreement expected to be used in connection with future grants of Restricted Stock Units under the BlackRock, Inc. 1999 Stock Award and Incentive Plan.+


~~Exhibit No.~~		~~Description~~
10.16(2)		Form of Directors’ Restricted Stock Unit Agreement expected to be used in connection with future grants of Restricted Stock Units under the BlackRock, Inc. 1999 Stock Award and Incentive Plan.+

10.17(6)		BlackRock International, Ltd. Amended and Restated Long-Term Deferred Compensation Plan.+

10.18(7)		Amendment No. 1 to the BlackRock International, Ltd. Amended and Restated Long-Term Deferred Compensation Plan.+

10.19(2)		Registration Rights Agreement, dated as of September 29, 2006, among ~~the Registrant,~~BlackRock, Merrill Lynch & Co., Inc. and the PNC Financial Service Group, Inc.

10.20(5)		Services Agreement, dated October 6, 1999, between Old BlackRock and The PNC Financial Services Group, Inc., formerly PNC Bank Corp.

10.21(8)		Agreement of Lease, dated May 3, 2000, between 40 East 52nd Street L.P. and Old BlackRock.

10.22(9)		Agreement of Lease, dated September 4, 2001, between 40 East 52nd Street L.P. and Old BlackRock.

10.23(10)		Share Surrender Agreement, dated October 10, 2002, among Old BlackRock, PNC Asset Management, Inc., and The PNC Financial Services Group, Inc.

10.24(1)		First Amendment, dated as of February 15, 2006, to the Share Surrender Agreement, dated as of October 10, 2002, among PNC Bancorp, Inc., The PNC Financial Services Group, Inc. and Old BlackRock.

~~10.25(10)~~10.25(11)		~~Employment Agreement, between Old BlackRock~~Amended and ~~Laurence D. Fink, dated October 10, 2002.~~Restated 1999 Annual Incentive Performance Plan. +

~~10.26(11)~~10.26(12)		Agreement of Lease, dated July 29, 2004, between Park Avenue Plaza Company L.P. and Old BlackRock.

~~10.27(11)~~10.27(12)		Letter Agreement, dated July 29, 2004, amending the Agreement of Lease between Park Avenue Plaza Company L.P. and Old BlackRock.

~~10.28(12)~~10.28(13)		Stock Purchase Agreement among MetLife, Inc., Metropolitan Life Insurance Company, SSRM Holdings, Inc. Old BlackRock and BlackRock Financial Management, Inc., dated August 25, 2004.

10.29(4)		Registration Rights Agreement dated as of February 23, 2005, between Old BlackRock and Morgan Stanley & Co. Incorporated, as representative of the initial purchasers named therein, relating to the 2.625% Convertible Debentures due 2035.

EXHIBIT INDEX (continued)


10.30(1)		Implementation and Stockholder Agreement, dated as of February 15, 2006, among The PNC Financial Services Group, Inc., ~~the Registrant (formerly named New~~ BlackRock ~~Inc. and previously named New Boise, Inc.)~~ and Old BlackRock.

10.31(1)		Stockholder Agreement, dated as of February 15, 2006, between Merrill Lynch & Co., Inc. and ~~the Registrant (formerly named New BlackRock, Inc. and previously named New Boise, Inc.).~~BlackRock.

10.32(2)		Letter to Robert C. Doll.+

~~10.33(13)~~10.33(14)		Global Distribution Agreement, dated as of September 29, 2006, by and between ~~the Registrant~~BlackRock and Merrill Lynch & Co., Inc.

~~10.34(13)~~10.34(14)		Transition Services Agreement, dated as of September 29, 2006, by and between Merrill Lynch & Co., Inc. and ~~the Registrant.~~BlackRock.

10.35(15)		Five-Year Revolving Credit Agreement dated as of December 19, 2006, by and among BlackRock, Wachovia Bank, National Association, as administrative agent, swingline lender and issuing lender, various lenders, Wachovia Capital Markets, LLC, as sole lead arranger and sole book manager, and ABN Amro Bank, N.V., HSBC Bank USA, National Association, JPMorgan Chase Bank and UBS Loan Finance LLC, as documentation agents.

12.1		Ratio of Earnings to Fixed Charges.

31.1		Section 302 Certification of Chief Executive Officer.

31.2		Section 302 Certification of Chief Financial Officer.


~~Exhibit No.~~		~~Description~~
32.1		Section 906 Certification of Chief Executive Officer and Chief Financial Officer.

(1)	Incorporated by Reference to Old BlackRock’s Current Report on Form 8-K (Commission File No. 001-15305) filed on February 22, 2006.

(2)	Incorporated by Reference to the Registrant’s Current Report on Form 8-K (Commission File No. 001-33099) filed with the Securities and Exchange Commission on October 5, 2006.

(3)	Incorporated by Reference to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-137708) filed with the Securities and Exchange Commission on September 29, 2006.

(4)	Incorporated by Reference to Old BlackRock’s Annual Report on Form 10-K (Commission File No. 001-15305) for the year ended December 31, 2004.

(5)	Incorporated by Reference to Old BlackRock’s Registration Statement on Form S-1 (Registration No. 333-78367), as amended, originally filed with the Securities and Exchange Commission on May 13, 1999.

(6)	Incorporated by Reference to Old BlackRock’s Registration Statement on Form S-8 (Registration No. 333-32406), originally filed with the Securities and Exchange Commission on March 14, 2000.

(7)	Incorporated by Reference to Old BlackRock’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended September 30, 2000.

(8)	Incorporated by Reference to Old BlackRock’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended March 31, 2000.

(9)	Incorporated by Reference to Old BlackRock’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended September 30, 2001.

(10)	Incorporated by Reference to Old BlackRock’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended September 30, 2002.

(11)	Incorporated by Reference to Old BlackRock’s Annual Report on Form 10-K (Commission File No. 001-15305), for the year ended December 31, 2002.

(12)	Incorporated by Reference to Old BlackRock’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended June 30, 2004.

~~(12)~~(13)

Incorporated by Reference to Old BlackRock’s Current Report on Form 8-K (Commission File No. 001-15305) filed on August 30, 2004.

~~(13)~~(14)

Incorporated by Reference to BlackRock’s Registration Statement on Form S-4, as amended, originally filed with the Securities and Exchange Commission on June 9, 2006.

+(15)

~~Denotes compensatory plans.~~Incorporated by reference to BlackRock’s Current Report on Form 8-K filed on December 22, 2006.

+Denotes compensatory plans or arrangements.


	September 30, 2006			December 31, 2005
Assets
Cash and cash equivalents	$	943,901		$	484,223
Accounts receivable		1,043,840			339,578
Investments		1,616,211			298,668
Intangible assets, net		5,881,967			294,168
Goodwill		3,504,726			189,814
Separate account assets		4,212,311			—
Deferred mutual fund commissions		197,984			16,025
Property and equipment, net		193,752			129,451
Deferred taxes		88,466			43,498
Other assets		191,518			52,575

Total assets	$	17,874,676		$	1,848,000

Liabilities
Accrued compensation	$	865,295		$	522,637
Accounts payable and accrued liabilities		748,548			63,886
Due to affiliates		278,189			11,893
Purchase price contingencies		—			39,463
Long-term borrowings		253,170			253,791
Separate account liabilities		4,212,311			—
Other liabilities		41,481			24,473

Total liabilities		6,398,994			916,143

Minority interest		868,397			9,614

Stockholders’ equity
Common stock ($0.01 par value, 500,000,000 shares authorized and 117,381,582 shares issued at September 30, 2006)		1,174			—
Common stock, class A ($0.01 par value, 250,000,000 shares authorized and 19,975,305 shares issued at December 31, 2005)		—			200
Common stock, class B ($0.01 par value, 100,000,000 shares authorized and 45,117,284 shares issued at December 31, 2005)		—			453
Series A participating preferred stock ($0.01 par value, 500,000,000 shares authorized and 12,604,918 shares issued at September 30, 2006)		126			—
Additional paid-in capital		9,771,739			171,090
Retained earnings		878,929			806,884
Accumulated other comprehensive income		7,352			2,673
Treasury stock, common, at cost (948,066 shares held at September 30, 2006)		(52,035	)		—
Treasury stock, class A, at cost (285,104 shares held at December 31, 2005)		—			(25,248	)
Treasury stock, class B, at cost (806,667 shares held at December 31, 2005)		—			(33,809	)

Total stockholders’ equity		10,607,285			922,243

Total liabilities, minority interest and stockholders’ equity	$	17,874,676		$	1,848,000


	March 31, 2007			December 31, 2006
Assets
Cash and cash equivalents	$	1,018,828		$	1,160,304
Accounts receivable		1,282,316			964,366
Due from affiliates		72,491			113,184
Investments		2,194,863			2,097,574
Intangible assets, net		5,851,394			5,882,430
Goodwill		5,306,882			5,257,017
Separate account assets		4,442,747			4,299,879
Deferred mutual fund commissions		160,939			177,242
Property and equipment, net		226,710			214,784
Taxes and other receivables		165,323			124,291
Other assets		159,496			178,421

Total assets	$	20,881,989		$	20,469,492


Liabilities
Accrued compensation	$	345,905		$	1,051,273
Accounts payable and accrued liabilities		902,078			753,839
Due to affiliates		122,809			243,836
Short-term borrowings		550,000			—
Long-term borrowings		253,167			253,167
Separate account liabilities		4,442,747			4,299,879
Deferred taxes		1,864,653			1,738,670
Other liabilities		317,410			237,856

Total liabilities		8,798,769			8,578,520


Non-controlling interest		1,084,479			1,109,092


Stockholders’ equity
Common stock ($0.01 par value, 500,000,000 shares authorized, 117,381,582 shares issued, 116,350,912 and 116,408,897 shares outstanding at March 31, 2007 and December 31, 2006, respectively)		1,174			1,174
Series A participating preferred stock ($0.01 par value, 500,000,000 shares authorized and 12,604,918 shares issued and outstanding)		126			126
Additional paid-in capital		9,977,810			9,799,447
Retained earnings		1,093,673			993,821
Accumulated other comprehensive income		45,412			44,666
Treasury stock, common, at cost (1,030,670 and 972,685 shares held at March 31, 2007 and December 31, 2006, respectively)		(119,454	)		(57,354	)

Total stockholders’ equity		10,998,741			10,781,880

Total liabilities, non-controlling interest and stockholders’ equity	$	20,881,989		$	20,469,492


	Three months ended September 30,						Nine months ended September 30,
	2006			2005			2006			2005
Revenue
Investment advisory and administration fees	$	274,506		$	254,641		$	938,142		$	698,368
Other income		48,552			46,166			141,309			123,910

Total revenue		323,058			300,807			1,079,451			822,278

Expense
Employee compensation and benefits		198,099			155,077			566,993			413,036
Fund administration and servicing costs		10,653			11,997			31,583			31,531
General and administration		82,905			51,524			214,256			144,089
Fee sharing payment		—			—			34,450			—
Amortization of intangible assets		2,393			2,540			6,452			5,477

Total expense		294,050			221,138			853,734			594,133

Operating income		29,008			79,669			225,717			228,145

Non-operating income (expense)
Investment income		3,931			21,439			25,840			37,252
Interest expense		(2,022	)		(2,008	)		(6,021	)		(6,084	)

Total non-operating income		1,909			19,431			19,819			31,168

Income before income taxes and minority interest		30,917			99,100			245,536			259,313
Income taxes		11,108			37,077			89,963			95,732

Income before minority interest		19,809			62,023			155,573			163,581
Minority interest		895			904			2,394			2,591

Net income	$	18,914		$	61,119		$	153,179		$	160,990

Earnings per share
Basic	$	0.29		$	0.95		$	2.38		$	2.51
Diluted	$	0.28		$	0.92		$	2.29		$	2.41
Dividends paid per share	$	0.42		$	0.30		$	1.26		$	0.90

Weighted-average shares outstanding
Basic		64,761,447			64,087,871			64,326,752			64,243,408
Diluted		67,477,536			66,714,797			66,903,553			66,809,706


	Three months ended March 31,
	2007			2006
Revenue
Investment advisory and administration fees
Unaffiliated	$	322,417		$	242,497
Affiliated		573,509			107,211
Other revenue
Unaffiliated		80,231			42,164
Affiliated		29,217			3,788

Total revenue		1,005,374			395,660


Expense
Employee compensation and benefits		352,398			191,796
Portfolio administration and servicing costs
Unaffiliated		12,346			10,084
Affiliated		114,331			5,075
General and administration
Unaffiliated		210,703			50,341
Affiliated		12,333			1,858
Fee sharing payment		—			34,450
Amortization of intangible assets		31,032			2,029

Total expense		733,143			295,633


Operating income		272,231			100,027


Non-operating income (expense)
Net gain on investments		150,360			9,294
Interest and dividend income		18,357			5,770
Interest expense		(10,986	)		(1,969	)

Total non-operating income		157,731			13,095


Income before income taxes and non-controlling interest		429,962			113,122
Income tax expense		109,906			41,618

Income before non-controlling interest		320,056			71,504
Non-controlling interest		124,668			642

Net income	$	195,388		$	70,862


Earnings per share
Basic	$	1.52		$	1.11
Diluted	$	1.48		$	1.06

Dividends paid per share	$	0.67		$	0.42

Weighted-average shares outstanding
Basic		128,809,726			64,074,888
Diluted		131,895,570			66,731,560


	Three Months Ended March 31,
	2007			2006
Net income	$	195,388		$	70,862
Other comprehensive income, net of tax:
Net unrealized gain (loss) from available-for-sale investments		(1,457	)		376
Foreign currency translation gain (loss)		2,203			411

Comprehensive income	$	196,134		$	71,649


		Page
Item 1.	Financial Statements (unaudited)

	Condensed Consolidated Statements of Financial Condition	1

	Condensed Consolidated Statements of Income	2

	Condensed Consolidated Statements of ~~Cash Flows~~Comprehensive Income	3

	Condensed Consolidated Statements of ~~Changes in Stockholders’ Equity~~Cash Flows	4

	Notes to Condensed Consolidated Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2518

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4736

Item 4.	Controls and Procedures	4938

	PART II

	OTHER INFORMATION

Item 1.	Legal Proceedings	5039

~~Item 1A.~~	~~Risk Factors~~	50

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5639

~~Item 4.~~	~~Submission of Matters to a Vote of Security Holders~~	57

Item 6.	Exhibits	6140


	Year to Date September 30,
	2006			2005
Cash flows from operating activities
Net income	$	153,179		$	160,990
Adjustments to reconcile net income to cash from operating activities:
Depreciation and amortization		29,301			22,414
Minority interest		2,394			2,591
Stock-based compensation		78,567			52,963
Deferred income taxes		(32,965	)		(2,609	)
Net unrealized gain on investments		(5,569	)		(15,580	)
Amortization of deferred mutual fund commissions and bond issuance costs		7,411			8,969
Tax benefit from stock-based compensation		—			4,040
Other adjustments		(3,734	)		—
Changes in operating assets and liabilities:
Increase in accounts receivable		(57,185	)		(78,898	)
Increase in investments, trading		(17,121	)		(7,927	)
Increase in other assets		(9,051	)		(39,676	)
Increase (decrease) in accrued compensation		21,950			(48,520	)
Increase in accounts payable and accrued liabilities		61,797			18,307
Increase in other liabilities		8,883			7,756

Cash flows from operating activities		237,857			84,820

Cash flows from investing activities
Purchase of investments		(62,046	)		(27,730	)
Sale of investments		18,022			44,464
Sale of real estate held for sale		—			112,184
Acquisitions, net of cash acquired		389,886			(247,220	)
Purchase of property and equipment		(47,014	)		(42,930	)

Cash flows from investing activities		298,848			(161,232	)

Cash flows from financing activities
Borrowings, net of issuance costs		—			395,000
Principal repayment of borrowings		—			(150,000	)
Repayment of short-term borrowings		—			(111,840	)
Additions to minority interest		15,735			7,996
Dividends paid		(81,134	)		(57,507	)
Reissuance of treasury stock		7,464			13,268
Purchase of treasury stock		(24,615	)		(72,775	)
Issuance of common stock		1,196			706
Tax benefit from stock-based compensation		4,156			—
Other		(3,622	)		(6,528	)

Cash flows from financing activities		(80,820	)		18,320

Effect of exchange rate changes on cash and cash equivalents		3,793			(3,067	)

Net increase in cash and cash equivalents		459,678			(61,159	)
Cash and cash equivalents, beginning of period		484,223			457,673

Cash and cash equivalents, end of period	$	943,901		$	396,514


	Year to Date March 31,
	2007			2006
Cash flows from operating activities
Net income	$	195,388		$	70,862
Adjustments to reconcile net income to cash from operating activities:
Depreciation and amortization		46,062			9,109
Non-controlling interest		124,668			642
Stock-based compensation		43,881			26,542
Deferred income taxes		103,426			(5,117	)
Net unrealized gain on investments		(100,235	)		(4,029	)
Amortization of deferred mutual fund commissions and bond issuance costs		16,303			2,799
Other adjustments		6,003			(2,864	)
Accrued MLIM transaction costs		—			6,362
Changes in operating assets and liabilities:
Accounts receivable		(317,950	)		(48,673	)
Due from affiliates		40,693			(844	)
Investments, trading		6,353			(7,511	)
Taxes and other receivables		(51,720	)		939
Other assets		(48,025	)		(2,909	)
Accrued compensation		(537,405	)		(152,043	)
Accounts payable and accrued liabilities		149,898			(34,613	)
Due to affiliates		(85,127	)		81,485
Other liabilities		110,861			(2,177	)

Cash flows from operating activities		(296,926	)		(62,040	)


Cash flows from investing activities
Purchase of investments		(125,629	)		(41,372	)
Sale of investments		41,742			16,083
Consolidation of sponsored investment funds		135			—
Deconsolidation of sponsored investment funds		(5,844	)		—
Acquisitions, net of cash acquired		(53,501	)		—
Purchases of property and equipment		(27,983	)		(14,602	)

Cash flows from investing activities		(171,080	)		(39,891	)


Cash flows from financing activities
Short-term borrowings, net		550,000			—
Dividends paid		(88,417	)		(26,891	)
Reissuance of treasury stock		32,194			4,441
Purchase of treasury stock		(164,396	)		(39	)
Subscriptions received from non-controlling interest holders, net of redemptions		(48,663	)		6,111
Excess tax benefit from stock-based compensation		43,609			1,773

Cash flows from financing activities		324,327			(14,605	)


Effect of exchange rate changes on cash and cash equivalents		2,203			411

Net decrease in cash and cash equivalents		(141,476	)		(116,125	)
Cash and cash equivalents, beginning of period		1,160,304			484,223

Cash and cash equivalents, end of period	$	1,018,828		$	368,098


	Common Stock		Common Stock						Participating Preferred Stock		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income		Treasury Stock									Total Stockholders’ Equity
	Common Stock		Class A			Class B			Participating Preferred Stock		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income		Common			Class A			Class B			Total Stockholders’ Equity
December 31, 2005	$	—	$	200		$	453		$	—	$	171,090		$	806,884		$	2,673	$	—		($	25,248	)	($	33,809	)	$	922,243

Net income		—		—			—			—		—			153,179			—		—			—			—			153,179
Dividends paid		—		—			—			—		—			(81,134	)		—		—			—			—			(81,134	)
Conversion of class B common stock to class A common stock		—		—			(2	)		—		(14,337	)		—			—		—			14,339			—			—
Issuance of Common Stock to Merrill Lynch		523		—			—			—		7,719,506			—			—		—			—			—			7,719,889
Issuance of series A participating preferred shares to Merrill Lynch		—		—			—			126		1,857,082			—			—		—			—			—			1,857,208
Conversion of class A and B stock to common stock in connection with MLIM Transaction		651		(200	)		(451	)		—		—			—			—		—			—			—			—
Conversion of treasury stock in connection with MLIM Transaction		—		—			—			—		—			—			—		(52,035	)		18,226			33,809			—
Stock based compensation		—		—			—			—		35,902			—			—		—			—			—			35,902
Treasury stock transactions		—		—			—			—		33			—			—		—			(7,317	)		—			(7,284	)
Tax benefit from stock options exercised		—		—			—			—		2,603			—			—		—			—			—			2,603
Minimum pension liability adjustment		—		—			—			—		—			—			379		—			—			—			379
Foreign currency translation gain		—		—			—			—		—			—			3,793		—			—			—			3,793
Unrealized gain on investments, net		—		—			—			—		—			—			507		—			—			—			507

September 30, 2006	$	1,174	$	—		$	—		$	126	$	9,771,739		$	878,929		$	7,352	($	52,035	)	$	—		$	—		$	10,607,285


Accounts receivable	$	645,273
Investments		1,256,476
Property and equipment		40,138
Deferred mutual fund commissions		188,464
Other assets		144,977
Separate account assets		4,212,311
Finite-life intangible management contracts		1,082,720
Indefinite-life intangible management contracts		4,498,200
Goodwill		3,266,702
Liabilities assumed		(6,109,678	)
Payable to Merrill Lynch		(141,922	)

Total purchase price, including acquisition costs	$	9,083,661

Summary of consideration, net of cash acquired:
Capital stock, at fair value	$	9,577,100
Cash		(519,761	)
Other capitalized transaction costs		26,322

Total consideration	$	9,083,661


	Three months ended September 30,				Nine months ended September 30,
(in millions)	2006		2005		2006		2005
Total revenue	$	902	$	722	$	2,740	$	2,017
Operating income	$	315	$	262	$	883	$	494
Net income	$	198	$	192	$	582	$	364
Earnings per share:
Basic	$	1.53	$	1.49	$	4.50	$	2.82
Diluted	$	1.49	$	1.46	$	4.41	$	2.76


September 30, 2006	Cost		Gross Unrealized					Carrying Value
September 30, 2006	Cost		Gains		Losses			Carrying Value
												Gross Unrealized					Carrying Value
March 31, 2007										Cost		Gains		Losses			Carrying Value
Available-for-sale investments:
Commingled investments										$	120,495	$	9,697	($	393	)	$	129,799
Collateralized debt obligations											26,281		1,858		—			28,139
Other											2,812		8		—			2,820

Total available-for-sale investments										$	149,588	$	11,563	($	393	)	$	160,758

December 31, 2006
Available-for-sale investments:
Commingled investments	$	121,466	$	91	$	(81	)	$	121,476	$	118,147	$	8,085	($	583	)	$	125,649
Collateralized debt obligations		31,493		1,258		—			32,751		27,496		1,866		—			29,362
Other		7,156		336		—			7,492		3,312		119		—			3,431

Total available-for-sale investments	$	160,115	$	1,685	$	(81	)	$	161,719	$	148,955	$	10,070	($	583	)	$	158,442


December 31, 2005
Available-for-sale investments
Collateralized debt obligations	$	25,750	$	773	$	(806	)	$	25,717
Commingled investments		4,442		20		(153	)		4,309

Total available-for-sale investments	$	30,192	$	793	$	(959	)	$	30,026


Maturity Date	Carrying Value
Less than 5 years	$	9,571
5-10 years		5,099
Greater than 10 years		29,835

Total	$	44,505


		September 30, 2006
	Weighted-Average Estimated Useful Life	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Indefinite-life intangible assets:
Acquired management contracts:
Institutional and retail	N/A	$	4,498,200	$	—	$	4,498,200
Mutual funds and private investment funds	N/A		234,332		—		234,332

Total indefinite-life intangible assets			4,732,532		—		4,732,532

Finite-life intangible assets:
Acquired management contracts:
Client relationships	10.1		1,090,450		365		1,090,085
Institutional separate accounts and other	10.5		76,663		17,313		59,350

Total finite-life intangible assets	10.2		1,167,113		17,678		1,149,435

Total intangible assets		$	5,899,645	$	17,678	$	5,881,967


		December 31, 2005
	Weighted-Average Estimated Useful Life	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Indefinite-life intangible assets:
Acquired management contracts:
Mutual funds and private investment funds	N/A	$	234,152	$	—	$	234,152

Total indefinite-life intangible assets			234,152		—		234,152

Finite-life intangible assets:
Acquired management contracts:
Institutional separate accounts and other	10.5		71,240		11,224		60,016

Total finite-life intangible assets	10.5		71,240		11,224		60,016

Total intangible assets		$	305,392	$	11,224	$	294,168


September 30, 2006	Assets		Debt		BlackRock’s Maximum Risk of Loss
Collateralized debt obligations	$	9,773,647	$	9,316,101	$	49,417
Private investment funds		7,044,374		547,634		13,914

Total	$	16,818,021	$	9,863,735	$	63,331


December 31, 2005
Collateralized debt obligations	$	6,289,500	$	5,491,200	$	42,383
Private investment funds		5,185,500		1,051,400		18,944

Total	$	11,475,000	$	6,542,600	$	61,327


2006	$	29,493
2007	$	117,971
2008	$	117,421
2009	$	115,771
2010	$	114,700


	Estimated useful life-in years	September 30, 2006		December 31, 2005
Property and equipment, net:
Land	N/A	$	4,320	$	3,564
Building	39		16,972		16,972
Building improvements	15		11,960		10,861
Leasehold improvements	1-13		94,843		71,654
Equipment and computer software	3-5		159,799		122,759
Furniture and fixtures	7		47,203		27,071
Construction in progress	N/A		2,747		294

Gross property and equipment			337,844		253,175
Less: accumulated depreciation			144,092		123,724

Property and equipment, net		$	193,752	$	129,451


2006	$	11,772
2007		46,680
2008		46,431
2009		46,694
2010		45,876
Thereafter		185,395

Total	$	382,848


2006	$	4,719
2007		19,115
2008		18,253
2009		18,557
2010		17,443
Thereafter		16,678

Total	$	94,765


2006	$	12,772
2007		11,350
2008		10,795
2009		—
2010		25,744
Thereafter		125,968

Total	$	186,629


Outstanding at	Shares Under Option		Weighted Average Exercise Price		Aggregate Intrinsic Value
December 31, 2006	4,457,669		$	36.90	$	512,624
Granted	1,545,735		$	167.76		—
Exercised	(860,084	)	$	37.42	$	102,255

March 31, 2007	5,143,320		$	76.14	$	430,030



Exercise Price		$167.76
Expected Term (years)		7.335
Expected Volatility		24.5%
Dividend Yield		1.0%-4.44%
Risk Free Interest Rate		4.8%


Outstanding at	Unvested Restricted Stock and Units		Weighted Average Grant Date Fair Value
December 31, 2006	1,516,063		$	133.44
Granted	2,447,418		$	168.48
Vested	(105,036	)	$	126.50


March 31, 2007	3,858,445		$	155.84


	Three months ended									Variance vs.
	September 30,						June 30,			September 30, 2005					June 30, 2006
	2006			2005			2006			Amount			%		Amount			%
Total revenue	$	323,058		$	300,807		$	360,733		$	22,251		7.4	%	$	(37,675	)	(10.4	)%
Total expense	$	294,050		$	221,138		$	264,050		$	72,912		33.0	%	$	30,000		11.4	%
Operating income^(a)	$	29,008		$	79,669		$	96,683		$	(50,661	)	(63.6	)%	$	(67,595	)	(70.0	)%
Operating margin^(a)		9.0	%		26.5	%		26.8	%
Net income^(b)	$	18,914		$	61,119		$	63,404		$	(42,205	)	(69.1	%)	$	(44,490	)	(70.2	)%
Diluted earnings per share^(b)	$	0.28		$	0.92		$	0.95		$	(0.64	)	(70.0	)%	$	(0.67	)	(70.5	)%
Average diluted shares outstanding		67,477,536			66,714,797			66,653,479			762,739		1.1	%		824,057		1.2	%

Assets under management ($ in millions)	$	1,075,016		$	427,837		$	464,070		$	647,179		151.3	%	$	610,946		131.6


	Three months ended									Nine months ended						Three months ended
	September 30,						June 30,			September 30,						March 31,						December 31,
	2006			2005			2006			2006			2005			2007			2006			2006
Operating income, GAAP basis	$	29,008		$	79,669		$	96,683		$	225,717		$	228,145		$	272,231		$	100,027		$	246,082
Non-GAAP adjustments:
MLIM integration costs																	7,100			6,579			51,349
PNC LTIP funding obligation		12,045			12,313			12,347			36,068			36,296			12,043			11,676			13,964
MLIM Transaction costs		71,456			—			12,547			90,582			—
Appreciation (depreciation) on deferred compensation plans		(3,149	)		8,178			1,044			2,437			10,467
Fee sharing payment		—			—			—			34,450			—			—			34,450			—
SSR acquisition costs		—			—			—			—			8,873
Appreciation on assets related to deferred compensation plans																	2,486			4,542			5,102
Merrill Lynch compensation contribution																	2,500			—			1,848

Operating income, as adjusted	$	109,360		$	100,160		$	122,621		$	389,254		$	283,781		$	296,360		$	157,274		$	318,345


Revenue, GAAP basis	$	323,058		$	300,807		$	360,733		$	1,079,451		$	822,278		$	1,005,374		$	395,660		$	1,018,525
Non-GAAP adjustments:
Fund administration and servicing costs		(10,653	)		(11,997	)		(10,556	)		(31,583	)		(31,531	)
Portfolio administration and servicing costs																	(126,677	)		(15,159	)		(120,259	)
Reimbursable property management compensation		(6,219	)		(6,485	)		(5,879	)		(17,696	)		(16,783	)		(6,642	)		(5,598	)		(4,922	)

Revenue used for operating margin measurement, as adjusted	$	306,186		$	282,325		$	344,298		$	1,030,172		$	773,964		$	872,055		$	374,903		$	893,344


Operating margin, GAAP basis		9.0	%		26.5	%		26.8	%		20.9	%		27.7	%		27.1	%		25.3	%		24.2	%

Operating margin, as adjusted		35.7	%		35.5	%		35.6	%		37.8	%		36.7	%		34.0	%		42.0	%		35.6	%


	June 30, 2006		Net subscriptions (redemptions)		Acquisition		Market appreciation (depreciation)			September 30, 2006
Fixed income	$	307,639	$	1,679	$	132,538	$	9,292		$	451,148
Cash management		88,431		3,975		128,023		120			220,549
Equity		40,873		43		317,784		783			359,483
Alternative investments		27,127		2,722		14,199		(212	)		43,836

Total	$	464,070	$	8,419	$	592,544	$	9,983		$	1,075,016


BlackRock, Inc. Year to Date 2007 Component Changes in Assets Under Management (Dollar amounts in millions) (Unaudited)
	December 31, 2006¹		Net subscriptions (redemptions)		Foreign Exchange ³		Market appreciation (depreciation)		March 31, 2007
Fixed income	$	462,049	$	3,546	$	424	$	4,494	$	470,513
Equity and balanced		392,708		1,612		912		7,751		402,983
Cash management		235,768		8,387		17		666		244,838
Alternative investments products		34,102		890		34		804		35,830

Total	$	1,124,627	$	14,435	$	1,387	$	13,715	$	1,154,164


	Three months ended March 31,				Variance
(Dollar amounts in thousands)	2007		2006		Amount			%
Investment advisory and administration fees:
Fixed income	$	233,907	$	111,861	$	122,046		109.1%
Cash management		115,389		29,815		85,574		287.0%
Equity and balanced		453,847		54,058		399,789		NM
Alternative investment products		70,365		39,367		30,998		78.7%

Investment advisory and administration base fees		873,508		235,101		638,407		271.5%
Investment advisory performance fees		22,418		114,607		(92,189	)	(80.4)%

Total investment advisory and administration fees		895,926		349,708		546,218		156.2%

Other revenue:
BlackRock Solutions		42,314		34,050		8,264		24.3%
Other revenue		67,134		11,902		55,232		464.1%

Total other revenue		109,448		45,952		63,496		138.2%

Total revenue	$	1,005,374	$	395,660	$	609,714		154.1%


(Dollar amounts in thousands)	Total		2006		2007		2008		2009		2010		Thereafter
Contractual obligations:
Convertible debentures	$	270,606	$	3	$	6,563	$	6,563	$	6,563	$	250,914	$	—
Lease commitments		382,848		11,772		46,680		46,431		46,694		45,876		185,395
Investment commitments		186,629		12,772		11,350		10,795		—		25,744		125,968
Payable to Merrill Lynch		141,922		141,922		—		—		—		—		—
Purchase obligations		26,649		7,277		12,506		6,055		811		—		—
Management contract		4,000		—		1,000		1,000		1,000		1,000		—

Total contractual obligations	$	1,012,654	$	173,746	$	78,099	$	70,844	$	55,068	$	323,534	$	311,363


September 30, 2006	Carrying Value		Fair value assuming 10% increase in market price		Fair value assuming 10% decrease in market price
							Book Value		Fair value assuming 10% increase		Fair value assuming 10% decrease
March 31, 2007
Equity securities							$	95,579	$	105,137	$	86,021
Commingled investments	$	80,105	$	88,116	$	72,095		151,114		166,225		136,003
Equity securities		108,666		119,533		97,799

Total trading investments		188,771		207,649		169,894
Total investments, trading								246,693		271,362		222,024

Commingled investments		75,123		82,635		67,611		70,322		77,354		63,290
Other		7,492		8,241		6,743

Total available-for-sale investments		82,615		90,876		74,354		70,322		77,354		63,290

Other fund investments		1,087,542		1,196,296		978,788		1,511,305		1,662,436		1,360,175
Deferred compensation plans		17,818		19,600		16,036		21,714		23,885		19,543

Total other investments		1,105,360		1,215,896		994,824		1,533,019		1,686,321		1,379,718

Total equity price risk on investments	$	1,376,746	$	1,514,421	$	1,239,072	$	1,850,034	$	2,035,037	$	1,665,032


December 31, 2005
Mutual funds	$	22,319	$	24,550	$	20,087
December 31, 2006
Equity securities		18,425		20,267		16,582	$	155,930	$	171,523	$	140,337
Commingled investments								125,115		137,627		112,604

Total trading investments		40,744		44,817		36,669
Total investments, trading								281,045		309,150		252,941

Mutual funds		766		842		689
Commingled investments								77,272		84,999		69,545

Total available-for-sale investments		766		842		689		77,272		84,999		69,545

Other fund investments		84,843		93,327		76,358		1,377,541		1,515,295		1,239,787
Deferred compensation plans		24,495		26,944		22,045		18,146		19,961		16,331
Other		973		1,070		875

Total equity investments		110,311		121,341		99,278
Total other investments								1,395,687		1,535,256		1,256,118

Total equity price risk on investments	$	151,821	$	167,000	$	136,636	$	1,754,004	$	1,929,405	$	1,578,604


September 30, 2006	Carrying Value		Fair market value assuming +100 basis point shift		Fair market value assuming -100 basis point shift
							Book Value		Fair market value assuming +100 basis point shift		Fair market value assuming -100 basis point shift
March 31, 2007
Municipal debt securities							$	185,910	$	158,024	$	213,797
U.S. government securities								7,529		7,529		7,529
Mortgage-backed securities	$	5,711	$	5,538	$	5,884		6,797		6,797		6,797
Corporate notes and bonds		12,427		12,032		12,822
Municipal bonds		26,367		23,363		26,371
Corporate debt								1,470		1,470		1,470
Other debt securities								5,215		5,215		5,215

Total trading investments		44,505		43,933		45,077		206,921		179,035		234,808

Commingled investments		46,353		45,668		47,040		59,477		57,721		61,233
Collateralized debt obligations		32,751		31,921		33,580		28,139		27,502		28,776
Other								2,820		2,538		3,102

Total available-for-sale investments		79,104		77,589		80,620		90,436		87,761		93,111

Other fund investments		115,856		115,388		116,323		47,472		46,286		48,658

Total other investments		115,856		115,388		116,323

Total investments	$	239,465	$	236,910	$	242,020	$	344,829	$	313,082	$	376,577


December 31, 2005
Mortgage-backed securities	$	13,069	$	12,827	$	13,311
December 31, 2006
Municipal debt securities							$	154,510	$	130,224	$	178,796
Corporate notes and bonds		7,946		7,575		8,262		13,656		13,192		14,120
Municipal bonds		123		117		128
Commingled investments								23,272		23,275		23,269

Total trading investments		21,138		20,519		21,701		191,438		166,691		216,185

Mutual funds		3,543		3,426		3,660
Commingled investments								48,377		48,305		48,449
Collateralized debt obligations		25,717		25,222		26,212		29,362		29,346		29,378
Other								3,431		3,397		3,465

Total available-for-sale investments		29,260		28,648		29,872		81,170		81,048		81,292

Other fund investments		96,449		94,998		97,900		70,962		71,209		70,715

Total other investments		96,449		94,998		97,900

Total investments	$	146,847	$	144,165	$	149,473	$	343,570	$	318,948	$	368,192


	Aggregate Votes
	For	Against	Abstained
1. On the proposal to adopt the transaction agreement and plan of merger, dated as of February 15, 2006 by and among Merrill Lynch & Co., Inc., Old BlackRock, BlackRock and BlackRock Merger Sub, Inc. and the approval of the merger contemplated thereby, pursuant to which BlackRock Merger Sub, Inc. was merged with and into Old BlackRock, with Old BlackRock surviving the merger as an indirect wholly owned subsidiary of BlackRock, and in which each share of issued and outstanding Old BlackRock class A common stock and each share of issued and outstanding BlackRock class B common stock was converted into one share of common stock of BlackRock.	228,240,600	2,565	10,242

	Aggregate Votes
	For	Against	Abstained
2. On the proposal to adopt in consideration for its contribution to BlackRock of the entities and assets that constitute its investment management business, the approval of issuance by BlackRock to Merrill Lynch of 65 million shares of capital stock of BlackRock, subject to adjustment, which was divided between shares of BlackRock common stock and shares of newly-issued non-voting series A convertible participating preferred stock, such that Merrill Lynch will hold no more than 45% of the voting power of BlackRock and no more than 49.8% of the total capital stock of BlackRock on a fully-diluted basis following the completion of the transactions.	228,230,344	6,729	16,334