UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~March 31,~~June 30, 2010

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

For the transition period fromto.

Commission file number 001-33099

BlackRock, Inc.

(Exact name of registrant as specified in its charter)


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

55 East 52nd Street, New York, NY 10055

(Address of principal executive offices)

(Zip Code)

~~New York, NY 10055~~

~~(Address of principal executive offices)(Zip Code)~~

(212) 810-5300

(Registrant’s telephone number, including area code)

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

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


Large accelerated filer	x		Accelerated filer	¨

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

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

As of ~~April 30,~~July 31, 2010, there were ~~64,324,009~~64,026,785 shares of the registrant’s common stock outstanding.

BlackRock, Inc.

Index to Form 10-Q

PART I

FINANCIAL INFORMATION


		Page

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

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

~~Item 3.~~	~~Quantitative and Qualitative Disclosures About Market Risk~~	80

~~Item 4.~~	~~Controls and Procedures~~	82

	~~PART II~~

	Condensed Consolidated Statements of Financial Condition	1

	Condensed Consolidated Statements of Income	3

	Condensed Consolidated Statements of Comprehensive Income	4

	Condensed Consolidated Statements of Changes in Equity	5

	Condensed Consolidated Statements of Cash Flows	7

	Notes to Condensed Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	52

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	112

Item 4.	Controls and Procedures	114

PART II OTHER INFORMATION

Item 1.	Legal Proceedings	~~Legal Proceedings~~	83115

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	83115

Item 4.	~~Item 6.~~Reserved	~~Exhibits~~116

Item 6.	84 Exhibits	116

PART I—I - FINANCIAL INFORMATION

Item 1.

Financial Statements

BlackRock, Inc.

Condensed Consolidated Statements of Financial Condition

(Dollar amounts in millions, except per share data)

(unaudited)


	March 31, 2010		December 31, 2009		June 30, 2010		December 31, 2009
Assets
Cash and cash equivalents	$	2,703	$	4,708	$	2,183	$	4,708
Accounts receivable		1,868		1,718		1,989		1,718
Due from related parties		170		189		158		189
Investments		1,096		1,049		1,463		1,049
Separate account assets		116,187		119,629		105,476		119,629
Assets of consolidated variable interest entities
Cash and cash equivalents		90		—		61		—
Bank loans and other investments		1,288		—		1,290		—
Collateral held under securities lending agreements		13,417		19,335		18,304		19,335
Deferred mutual fund sales commissions, net		100		103
Property and equipment (net of accumulated depreciation of $366 and $333 at March 31, 2010 and December 31, 2009, respectively)		450		443
Intangible assets (net of accumulated amortization of $506 and $466 at March 31, 2010 and December 31, 2009, respectively)		17,626		17,666
Deferred sales commissions, net						91		103
Property and equipment (net of accumulated depreciation of $372 and $303 at June 30, 2010 and December 31, 2009, respectively)						433		443
Intangible assets (net of accumulated amortization of $535 and $466 at June 30, 2010 and December 31, 2009, respectively)						17,586		17,666
Goodwill		12,641		12,638		12,640		12,638
Other assets		424		588		592		588

Total assets	$	168,060	$	178,066	$	162,266	$	178,066

Liabilities
Accrued compensation and benefits	$	616	$	1,482	$	798	$	1,482
Accounts payable and accrued liabilities		1,037		850		1,099		850
Due to related parties		391		490		178		490
Short-term borrowings		880		2,234		444		2,234
Liabilities of consolidated variable interest entities
Borrowings		1,214		—		1,215		—
Other liabilities		4		—		6		—
Convertible debentures		95		243		71		243
Long-term borrowings		3,191		3,191		3,191		3,191
Separate account liabilities		116,187		119,629		105,476		119,629
Collateral liability under securities lending agreements		13,417		19,335		18,304		19,335
Deferred tax liabilities		5,577		5,518		5,601		5,518
Other liabilities		504		492		635		492

Total liabilities		143,113		153,464		137,018		153,464

Commitments and contingencies (Note 12)

Temporary equity
Redeemable non-controlling interests		79		49		94		49

PART I – FINANCIAL INFORMATION (continued)

~~- 1 -~~

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Condensed Consolidated Statements of Financial Condition (continued)

(Dollar amounts in millions, except per share data)

(unaudited)


	March 31, 2010			December 31, 2009			June 30, 2010			December 31, 2009
Permanent Equity
BlackRock, Inc. stockholders’ equity
Common stock,$0.01 par value;		1			1
Shares authorized: 500,000,000 at March 31, 2010 and December 31, 2009;
Shares issued: 64,242,628 and 62,776,777 at March 31, 2010 and December 31, 2009, respectively;
Shares outstanding: 63,360,738 and 61,896,236 at March 31, 2010 and December 31, 2009, respectively
Common stock, $0.01 par value;								1			1
Shares authorized: 500,000,000 at June 30, 2010 and December 31, 2009;
Shares issued: 64,395,617 and 62,776,777 at June 30, 2010 and December 31, 2009, respectively;
Shares outstanding: 63,525,823 and 61,896,236 at June 30, 2010 and December 31, 2009, respectively
Preferred stock (Note 16)		1			1			1			1
Additional paid-in capital		22,174			22,127			22,284			22,127
Retained earnings		2,663			2,436			2,902			2,436
Appropriated retained earnings		114			—			89			—
Accumulated other comprehensive (loss)		(165	)		(96	)
Escrow shares, common, at cost (868,940 shares held at March 31, 2010 and December 31, 2009)		(137	)		(137	)
Treasury stock, common, at cost (12,950 and 11,601 shares held at March 31, 2010 and December 31, 2009, respectively)		(3	)		(3	)
Accumulated other comprehensive loss								(186	)		(96	)
Escrow shares, common, at cost (868,940 shares held at June 30, 2010 and December 31, 2009)								(137	)		(137	)
Treasury stock, common, at cost (854 and 11,601 shares held at June 30, 2010 and December 31, 2009, respectively)								—			(3	)

Total BlackRock, Inc. stockholders’ equity		24,648			24,329			24,954			24,329
Nonredeemable non-controlling interests		174			224			159			224
Nonredeemable non-controlling interests of consolidated variable interest entities		46			—			41			—

Total permanent equity		24,868			24,553			25,154			24,553

Total liabilities, temporary equity and permanent equity	$	168,060		$	178,066		$	162,266		$	178,066

See accompanying notes to condensed consolidated financial statements.

~~- 2 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Condensed Consolidated Statements of Income

(Dollar amounts in millions, except per share data)

(unaudited)


	Three Months Ended March 31,						Three Months Ended June 30,						Six Months Ended June 30,
	2010			2009			2010			2009			2010			2009
Revenue
Investment advisory, administration fees and securities lending revenue
Related parties	$	1,149		$	507		$	1,162		$	589		$	2,311		$	1,139
Other third parties		604			293			630			268			1,234			518

Investment advisory, administration fees and securities lending revenue		1,753			800			1,792			857			3,545			1,657
Investment advisory performance fees		50			11			50			17			100			28
BlackRock Solutions and advisory		113			135			114			112			227			247
Distribution fees		28			25			32			23			60			48
Other revenue		51			16			44			20			95			36

Total revenue		1,995			987			2,032			1,029			4,027			2,016

Expenses
Employee compensation and benefits		773			351			709			390			1,482			741
Distribution and servicing costs
Related parties		64			103			64			96			128			199
Other third parties		36			24			33			29			69			53
Amortization of deferred mutual fund sales commissions		26			27
Amortization of deferred sales commissions								27			26			53			53
Direct fund expenses		113			13			122			15			235			28
General and administration		289			140			340			176			629			316
Restructuring charges		—			22			—			—			—			22
Amortization of intangible assets		40			36			40		��	36			80			72

Total expenses		1,341			716			1,335			768			2,676			1,484

Operating income		654			271			697			261			1,351			532

Non-operating income (expense)
Net gain (loss) on investments		38			(172	)		(13	)		88			24			(84	)
Net gain (loss) on consolidated variable interest entities								(29	)		—			(28	)		—
Interest and dividend income		4			8			5			4			9			12
Interest expense		(40	)		(15	)		(38	)		(15	)		(78	)		(30	)

Total non-operating income (expense)		2			(179	)		(75	)		77			(73	)		(102	)

Income before income taxes		656			92			622			338			1,278			430
Income tax expense		228			30			233			94			461			124

Net income		428			62			389			244			817			306
Less:
Net income (loss) attributable to redeemable non-controlling interests								2			1			2			1
Net income (loss) attributable to nonredeemable non-controlling interests		5			(22	)		(45	)		25			(40	)		3

Net income attributable to BlackRock, Inc.	$	423		$	84		$	432		$	218		$	855		$	302

Earnings per share attributable to BlackRock, Inc. common stockholders:
Basic	$	2.20		$	0.63		$	2.23		$	1.62		$	4.43		$	2.25
Diluted	$	2.17		$	0.62		$	2.21		$	1.59		$	4.38		$	2.22

Cash dividends declared and paid per share	$	1.00		$	0.78		$	1.00		$	0.78		$	2.00		$	1.56

Weighted-average common shares outstanding:
Basic		189,676,023			130,216,218			190,975,161			130,928,926			190,329,206			130,574,535
Diluted		192,152,251			131,797,189			192,569,539			133,364,611			192,213,593			132,668,695

See accompanying notes to condensed consolidated financial statements.

~~- 3 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Condensed Consolidated Statements of Comprehensive Income

(Dollar amounts in millions)

(unaudited)


	Three Months Ended March 31,						Three Months Ended June 30,						Six Months Ended June 30,
	2010			2009			2010			2009			2010			2009
Net income	$	428		$	62		$	389		$	244		$	817		$	306
Other comprehensive income:
Change in net unrealized gains (losses) from available-for-sale investments, net of tax
Unrealized holding gains (losses), net of tax		3			(1	)		—			2			3			1
Less: reclassification adjustment included in net income		1			(8	)		1			(6	)		2			(14	)

Net change from available-for-sale investments, net of tax⁽¹⁾		2			7			(1	)		8			1			15
Minimum pension liability adjustment		(1	)		1			—			—			(1	)		1
Foreign currency translation adjustments		(70	)		(14	)		(20	)		103			(90	)		89

Comprehensive income attributable to BlackRock, Inc.	$	359		$	56		$	368		$	355		$	727		$	411

⁽¹⁾	The tax benefit (expense) on unrealized holding gains (losses) was ~~($1)~~less than $1 million and ($3)2) million during the three months ended ~~March 31,~~June 30, 2010 and 2009, respectively, and ($1) million and ($5) million during the six months ended June 30, 2010 and 2009, respectively.

See accompanying notes to condensed consolidated financial statements.

~~- 4 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Condensed Consolidated Statements of Changes in Equity

(Dollar amounts in millions)

   Additional
Paid-in
Capital¹ Retained
Earnings Appropriated
Retained
Earnings    Accumulated
Other
Comprehensive
Income (Loss) Common
Shares
held
in Escrow Treasury
Stock
Common Total
Stockholders’
Equity Nonredeemable
Non-
controlling
Interests Nonredeemable
Non- controlling
Interests of
Consolidated
VIEs Total
Permanent
Equity Redeemable
Non-controlling
Interests/
Temporary
Equity
December 31, 2009
   $ 22,129    $ 2,436    $ —      $ (96 ) $ (137 ) $ (3 ) $ 24,329    $ 224    $ —      $ 24,553    $ 49
January 1, 2010 initial recognition of ASU 2009-17
   —      —      114    —      —      —      114    (49 ) 49    114    —
Net income
   —      423    —      —      —      —      423    4    1    428    —
Dividends paid, net of dividend expense for unvested RSUs
   —      (196 ) —      —      —      —      (196 ) —      —      (196 ) —
Stock-based compensation
   108    —      —      —      —      —      108    —      —      108    —
PNC LTIP capital contribution
   5    —      —      —      —      —      5    —      —      5    —
Exchange of common stock for preferred shares series B
   128    —      —      —      —      (128 ) —      —      —      —      —
Net issuance of common shares related to employee stock transactions
   (171 ) —      —      —      —      64    (107 ) —      —      (107 ) —
Convertible debt conversions
   (64 ) —      —      —      —      64    —      —      —      —      —
Net tax benefit (shortfall) from stock-based compensation
   41    —      —      —      —      —      41    —      —      41    —
Minimum pension liability adjustment
   —      —      —      (1 ) —      —      (1 ) —      —      (1 ) —
Subscriptions/(redemptions/distributions)—non-controlling interest holders
   —      —      —      —      —      —      —      (6 ) (4 ) (10 ) 19
Net consolidations (deconsolidations) of sponsored investment funds
   —      —      —      —      —      —      —      —      —      —      11
Other change in non-controlling interests
   —      —      —      —      —      —      —      1    —      1    —
Foreign currency translation adjustments
   —      —      —      (70 ) —      —      (70 ) —      —      (70 ) —
Change in net unrealized gain (loss) from available-for-sale investments, net of tax
   —      —      —      2    —      —      2    —      —      2    —

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

(unaudited)

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


	Additional Paid-in Capital ⁽¹⁾			Retained Earnings			Appropriated Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Common Shares Held in Escrow			Treasury Stock Common			Total Stockholders’ Equity			Nonredeemable Non-controlling Interests			Nonredeemable Non-controlling Interests of Consolidated VIEs			Total Permanent Equity			Redeemable Non- controlling Interests / Temporary Equity
December 31, 2009	$	22,129		$	2,436		$	—			($96	)		($137	)		($3	)	$	24,329		$	224		$	—		$	24,553		$	49
January 1, 2010 initial recognition of ASU 2009-17		—			—			114			—			—			—			114			(49	)		49			114			—
Net income		—			855			(25	)		—			—			—			830			(12	)		(3	)		815			2
Dividends paid, net of dividend expense for unvested RSUs		—			(389	)		—			—			—			—			(389	)		—			—			(389	)		—
Stock-based compensation		220			—			—			—			—			1			221			—			—			221			—
PNC LTIP capital contribution		5			—			—			—			—			—			5			—			—			5			—
Exchange of common stock for preferred shares series B		128			—			—			—			—			(128	)		—			—			—			—			—
Net issuance of common shares related to employee stock transactions		(175	)		—			—			—			—			66			(109	)		—			—			(109	)		—
Convertible debt conversions		(64	)		—			—			—			—			64			—			—			—			—			—
Net tax benefit (shortfall) from stock-based compensation		43			—			—			—			—			—			43			—			—			43			—
Minimum pension liability adjustment		—			—			—			(1	)		—			—			(1	)		—			—			(1	)		—
Subscriptions/(redemptions/distributions) - non-controlling interest holders		—			—			—			—			—			—			—			(5	)		(5	)		(10	)		55
Net consolidations (deconsolidations) of sponsored investment funds		—			—			—			—			—			—			—			—			—			—			(12	)
Other change in non-controlling interests		—			—			—			—			—			—			—			1			—			1			—
Foreign currency translation adjustments		—			—			—			(90	)		—			—			(90	)		—			—			(90	)		—
Change in net unrealized gain (loss) from available-for-sale investments, net of tax		—			—			—			1			—			—			1			—			—			1			—

June 30, 2010	$	22,286		$	2,902		$	89		($	186	)	($	137	)	$	—		$	24,954		$	159		$	41		$	25,154		$	94

See accompanying notes to condensed consolidated financial statements.

⁽¹⁾	Includes $1 million of common stock and $1 million of preferred stock at June 30, 2010 and December 31, 2009, respectively.

~~- 5 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Condensed Consolidated Statements of Changes in Equity

(Dollar amounts in millions)

   Additional
Paid-in
Capital¹ Retained
Earnings Accumulated
Other
Comprehensive
Income (Loss) Common
Shares
held
in Escrow Treasury
Stock
Common Total
Stockholders’
Equity Nonredeemable
Non-
controlling
Interests Total
Permanent
Equity Redeemable
Non-controlling
Interests/
Temporary
Equity
December 31, 2008
   $ 10,474    $ 1,982    $ (186 ) $ (143 ) $ (58 ) $ 12,069    $ 225    $ 12,294    $ 266
Reclass to temporary equity – convertible debt
   (3 ) —      —      —      —      (3 ) —      (3 ) —
Net income
   —      84    —      —      —      84    (22 ) 62    —
Dividends paid, net of dividend expense for unvested RSUs
   —      (105 ) —      —      —      (105 ) —      (105 ) —
Stock-based compensation
   82    —      —      —      —      82    —      82    —
Net issuance of common shares related to employee stock transactions
   (70 ) —      —      —      33    (37 ) —      (37 ) —
PNC LTIP capital contribution
   6    —      —      —      —      6    —      6    —
Net tax benefit (shortfall) from stock-based compensation
   (17 ) —      —      —      —      (17 ) —      (17 ) —
Minimum pension liability adjustment
   —      —      1    —      —      1    —      1    —
Subscriptions/(redemptions/distributions)—non-controlling interest holders
   —      —      —      —      —      —      (2 ) (2 ) (132 )
Foreign currency translation adjustments
   —      —      (14 ) —      —      (14 ) —      (14 ) —
Change in net unrealized gain (loss) from available-for-sale investments, net of tax
   —      —      7    —      —      7    —      7    —

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

(unaudited)

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


	Additional Paid-in Capital ⁽¹⁾			Retained Earnings			Accumulated Other Comprehensive Income (Loss)		Common Shares Held in Escrow		Treasury Stock Common			Total Stockholders’ Equity			Nonredeemable Non- controlling Interests			Total Permanent Equity			Redeemable Non- controlling Interests / Temporary Equity
December 31, 2008	$	10,474		$	1,982		($186	)	($143	)		($58	)	$	12,069		$	225		$	12,294		$	266
Reclass to temporary equity - convertible debt		(2	)		—		—		—			—			(2	)		—			(2	)		2
Net income		—			302		—		—			—			302			3			305			1
Dividends paid, net of dividend expense for unvested RSUs		—			(208	)	—		—			—			(208	)		—			(208	)		—
Stock-based compensation		159			—		—		—			—			159			—			159			—
Issuance of shares to institutional investor		300			—		—		—			—			300			—			300			—
Issuance of common shares for contingent consideration		43			—		—		—			—			43			—			43			—
PNC LTIP capital contribution		6			—		—		—			—			6			—			6			—
Net issuance of common shares related to employee stock transactions		(83	)		—		—		—			58			(25	)		—			(25	)		—
Net tax benefit (shortfall) from stock-based compensation		(4	)		—		—		—			—			(4	)		—			(4	)		—
Minimum pension liability adjustment		—			—		1		—			—			1			—			1			—
Subscriptions/(redemptions/distributions) - non-controlling interest holders		—			—		—		—			—			—			(4	)		(4	)		(254	)
Net consolidations (deconsolidations) of sponsored investment funds		—			—		—		—			—			—			(9	)		(9	)		—
Other change in non-controlling interests		—			—		—		—			—			—			(2	)		(2	)		—
Foreign currency translation adjustments		—			—		89		—			—			89			—			89			—
Change in net unrealized gain (loss) from available-for-sale investments, net of tax		—			—		15		—			—			15			—			15			—

June 30, 2009	$	10,893		$	2,076		($81	)	($143	)	$	—		$	12,745		$	213		$	12,958		$	15

See accompanying notes to condensed consolidated financial statements.

⁽¹⁾	Includes $1 million of preferred stock at June 30, 2009 and $1 million of common stock at June 30, 2009 and December 31, 2008, respectively.

~~- 6 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Condensed Consolidated Statements of Cash Flows

(Dollar amounts in millions)

(unaudited)


	Three Months Ended March 31,						Six Months Ended June 30,
	2010			2009			2010			2009
Cash flows from operating activities
Net income	$	428		$	62		$	817		$	306
Adjustments to reconcile net income to cash from operating activities:
Depreciation and amortization		78			57			157			115
Amortization of deferred mutual fund sales commissions		26			27
Amortization of deferred sales commissions								53			53
Stock-based compensation		108			82			221			159
Deferred income tax expense (benefit)		55			(44	)		89			(59	)
Net (gains) losses on non-trading investments		(12	)		48			10			9
Purchases of investments within consolidated funds		(8	)		(21	)		(6	)		(17	)
Proceeds from sale and maturities of investments within consolidated funds		14			152
Proceeds from sales and maturities of investments within consolidated funds								10			245
Assets and liabilities of consolidated VIEs:
Change in cash and cash equivalents		(42	)		—			(13	)		—
(Purchases)/sales of bank loans and other investments		36			—
Net (gains) losses and net (purchases)/proceeds within consolidated VIEs								37			—
(Earnings) losses from equity method investees		(35	)		114			(48	)		74
Distributions of earnings from equity method investees		4			4			9			6
Other adjustments		(1	)		2			(1	)		2
Changes in operating assets and liabilities:
Accounts receivable		(157	)		(51	)		(286	)		(164	)
Due from related parties		11			163			23			170
Deferred mutual fund sales commissions		(23	)		(12	)
Deferred sales commissions								(41	)		(29	)
Investments, trading		(59	)		(74	)		(109	)		(97	)
Other assets		149			(13	)		(20	)		(137	)
Accrued compensation and benefits		(863	)		(599	)		(682	)		(434	)
Accounts payable and accrued liabilities		203			(10	)		243			69
Due to related parties		(99	)		7			(312	)		16
Other liabilities		23			(20	)		159			(13	)

Cash flows from operating activities		(164	)		(126	)		310			274

Cash flows from investing activities
Purchases of investments		(28	)		(9	)		(408	)		(14	)
Proceeds from sales and maturities of investments		29			126			57			198
Purchases of assets held for sale		(1	)		(1	)
(Purchases)/proceeds of assets held for sale								1			(1	)
Distributions of capital from equity method investees		20			4			22			20
Net consolidations (deconsolidations) of sponsored investment funds		2			—			—			6
Acquisitions, net of cash acquired		(8	)		—
Contingent/other acquisition payments								(8	)		(158	)
Purchases of property and equipment		(44	)		(16	)		(66	)		(33	)

Cash flows from investing activities		(30	)		104			(402	)		18

~~- 7 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Condensed Consolidated Statements of Cash Flows (continued)

(Dollar amounts in millions)

(unaudited)


	Six Months Ended June 30,
	2010			2009
Cash flows from financing activities
Repayments of long-term borrowings		—			(1	)
Repayments of short-term borrowings		(1,790	)		—
Repayments of convertible debt		(172	)		—
Cash dividends paid		(389	)		(208	)
Proceeds from stock options exercised		6			11
Proceeds from issuance of common stock		2			304
Repurchases of common stock		(117	)		(40	)
Net (redemptions/distributions paid)/subscriptions received from non-controlling interests holders		45			(257	)
Excess tax benefit from stock-based compensation		43			16
Net borrowings/(repayments of borrowings) by consolidated sponsored investment funds		—			70

Cash flows from financing activities		(2,372	)		(105	)

Effect of exchange rate changes on cash and cash equivalents		(61	)		86

Net (decrease) increase in cash and cash equivalents		(2,525	)		273

Cash and cash equivalents, beginning of period		4,708			2,032

Cash and cash equivalents, end of period	$	2,183		$	2,305

Supplemental disclosure of cash flow information is as follows:
Cash paid for:
Interest	$	74		$	26
Interest on borrowings of consolidated variable interest entities	$	25		$	—
Income taxes	$	282		$	340
Supplemental schedule of non-cash investing and financing transactions is as follows:
Issuance of common stock	$	235		$	77
Contingent common stock payment related to Quellos transaction	$	—		$	43
Increase in borrowings due to consolidation of VIEs	$	1,157		$	—

   Three Months Ended
March 31,
   2010 2009
Cash flows from financing activities

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

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

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

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

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

Supplemental disclosure of cash flow information is as follows:

Cash paid for:

Interest
   $ 26    $ 26
Interest on borrowings of consolidated VIEs
   $ 12    $ —
Income taxes
   $ 67    $ 133
Supplemental schedule of non-cash financing transactions is as follows:

Issuance of common stock
   $ 230    $ 62
Increase in borrowings due to consolidation of VIEs
   $ 1,157    $ —

See accompanying notes to condensed consolidated financial statements.

~~- 8 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

1. Business Overview

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

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

On ~~March 31,~~June 30, 2010, equity ownership of BlackRock was as follows:


	Voting Common Stock		Capital Stock⁽¹⁾		Voting Common Stock		Capital Stock⁽¹⁾
Bank of America/Merrill Lynch & Co., Inc.	3.7	%	33.8	%	3.6	%	33.8	%
The PNC Financial Services Group, Inc. (“PNC”)	34.4	%	24.2	%	34.3	%	24.2	%
Barclays	4.7	%	19.6	%	4.7	%	19.6	%
Other	57.2	%	22.4	%	57.4	%	22.4	%

	100.0	%	100.0	%	100.0	%	100.0	%

⁽¹⁾	Includes outstanding common and preferred stock only.

~~- 9 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Notes to Condensed Consolidated Financial Statements—~~(continued)~~(Continued)

(unaudited)

2. Significant Accounting Policies

Basis of Presentation

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

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

The interim financial information at ~~March 31,~~June 30, 2010 and for the three and six months ended ~~March 31,~~June 30, 2010 and 2009 is unaudited. However, in the opinion of management, the interim information includes all normal recurring adjustments necessary for the fair presentation of the Company’s results for the periods presented. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year.

Business Combinations

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

Fair Value Measurements

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

~~- 10 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Notes to Condensed Consolidated Financial Statements—~~(continued)~~(Continued)

(unaudited)

2. Significant Accounting Policies (continued)

Basis of Presentation(continued)

Fair Value Measurements (continued)

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

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

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

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

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

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

Fair Value Option

ASC 825-10,Financial Instruments (“ASC 825-10”), provides a fair value option election that allows companies to irrevocably elect fair value as the initial and subsequent measurement attribute for certain financial assets and liabilities. ASC 825-10 permits entities to elect to measure eligible financial assets and liabilities at fair value on an ongoing basis. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. The decision to elect the fair value option is determined on an instrument by instrument basis, must be applied to an entire instrument and is irrevocable once elected. Assets and liabilities measured at fair value pursuant to ASC 825-10 are required to be reported separately from those instruments measured using another accounting method.

PART I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Notes to Condensed Consolidated Financial Statements—(Continued)

(unaudited)

2. Significant Accounting Policies (continued)

Basis of Presentation (continued)

Acquired Management Contracts with Indefinite Useful Lives

The value of contracts to manage assets in proprietary open-end funds, closed-end funds and collective trusts without a specified termination date are classified as indefinite-lived intangible assets. The assignment of indefinite lives to such contracts is primarily based upon the following: a) the assumption that there is no foreseeable limit on the contract period to manage these funds; b) the Company expects to, and has the ability to continue to operate these products indefinitely; c) the products have multiple investors and are not reliant on a single investor or small group of investors for their continued operation; d) current competitive factors and economic conditions do not indicate a finite life; and e) there is a high likelihood of continued renewal based on historical experience.

Collateral Assets Held and Liabilities Under Securities Lending Agreements

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

~~- 11 -~~

~~PART I—FINANCIAL INFORMATION (continued)~~

~~Item 1.~~

~~Financial Statements (continued)~~

~~BlackRock, Inc.~~

~~Notes to Condensed Consolidated Financial Statements—(continued)~~

~~(unaudited)~~

~~2. Significant Accounting Policies (continued)~~

~~Basis of Presentation~~~~(continued)~~

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

As a result, the Company records the collateral received under these arrangements (both cash and non-cash), as its own asset in addition to a corresponding liability for the obligation to return the collateral. As with the securities lending collateral discussed above, the fair value of the asset received and related obligation to return the collateral are recorded by the Company. At ~~March 31,~~June 30, 2010, the fair value of loaned securities held by separate account assets was approximately ~~$12~~$17 billion and the collateral held under these securities lending agreements was approximately ~~$13.4~~$18.3 billion. At June 30, 2010 and December 31, 2009, the Company had not sold or repledged any of the collateral received under these arrangements. The fair value of the collateral liability approximates the fair value of the collateral assets and is recorded in collateral liability under securities lending agreements on the Company’s condensed consolidated statements of financial condition.

Classification and Measurement of Redeemable Securities

The provisions of ASC 480-10,Distinguishing Liabilities from Equity, require temporary equity classification for instruments that are currently redeemable or convertible for cash or other assets at the option of the holder. At ~~March 31,~~June 30, 2010 and December 31, 2009, the Company determined that ~~$79~~$94 million and $49 million, respectively, of non-controlling interests related to certain consolidated sponsored investment funds were redeemable for cash or other assets at the option of the holder, resulting in temporary equity classification on the Company’s condensed consolidated statements of financial condition. The amount of temporary equity related to convertible instruments is measured as the excess of the amount of cash required to be exchanged in a hypothetical settlement, as of the balance sheet date, over the current carrying amount of the liability component.

PART I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Notes to Condensed Consolidated Financial Statements—(Continued)

(unaudited)

2. Significant Accounting Policies (continued)

Basis of Presentation (continued)

Assets and Liabilities to be Disposed of by Sale

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

At ~~March 31,~~June 30, 2010, the Company held disposal group assets of $24 million and related liabilities of ~~$22~~$24 million in other assets and other liabilities, respectively, on its condensed consolidated statement of financial condition. Disposal group liabilities include approximately ~~$20~~$22 million of borrowings directly associated with the disposal group assets. During the ~~three~~six months ended ~~March 31,~~June 30, 2009, the Company recorded ~~($1)~~a net loss of $1 million within non-operating income (expense) on its condensed consolidated statement of income related to the disposal group and did not record any adjustments in 2010.

Convertible Debt Instruments

In accordance with the provisions within ASC 470-20,Debt (“ASC 470-20”), issuers of convertible debt instruments that may be settled in cash upon conversion should separately account for the liability and equity components in the statement of financial condition. The excess of the initial proceeds of the convertible debt instrument over the amount allocated to the liability component creates a debt discount, which should be amortized as interest expense over the expected life of the liability. At ~~March 31,~~June 30, 2010, the Company had ~~$95~~$71 million of principal ~~amount of~~ convertible debentures outstanding, which were issued in February 2005, bear interest at a rate of 2.625%, and are due in 2035. The Company retrospectively adopted the requirements of ASC 470-20 on January 1, 2009 resulting in a total cumulative impact of a $9 million reduction to retained earnings at December 31, 2008. The effective borrowing rate for nonconvertible debt at the time of issuance of the 2.625% convertible debentures was estimated to be 4.3%, which resulted in $18 million of the $250 million initial aggregate principal amount of the debentures issued, or $12 million after tax, being attributable to equity. As of March 31, 2010, the initial $18 million debt discount ~~has been~~was fully amortized.

~~- 12 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Notes to Condensed Consolidated Financial Statements—~~(continued)~~(Continued)

(unaudited)

2. Significant Accounting Policies (continued)

Accounting Policies Adopted in the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2010

New Consolidation Guidance for Variable Interest Entities

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

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

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

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

The amendments in ~~this~~ ASU 2010-10 clarify that for entities that do not qualify for the deferral, related parties should be considered when evaluating each of the criteria for determining whether a decision maker or service provider fee represents a variable interest.

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

On January 1, 2010, upon adoption of ASU 2009-17, the Company determined it was the primary beneficiary of three collateralized loan obligations (“CLOs”), which resulted in consolidation of these CLOs on the Company’s consolidated financial statements. Upon consolidation, the Company elected the fair value option for eligible financial assets and liabilities, to mitigate accounting mismatches between the carrying value of the assets and liabilities and to achieve operational simplifications. Upon adoption of the provisions of ASU 2009-17, the Company recorded a cumulative effect adjustment to appropriated retained earnings of $114 million.

~~Fair Value Option~~

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

~~- 13 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Notes to Condensed Consolidated Financial Statements—~~(continued)~~(Continued)

(unaudited)

2. Significant Accounting Policies (continued)

Accounting Policies Adopted in the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2010 (continued)

Appropriated Retained Earnings

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

Improving Disclosures about Fair Value Measurements

In January ~~2009,~~2010, the FASB issued ASU 2010-06,Fair Value Measurements and Disclosures(“ASU 2010-06”). ASU 2010-06 amends ASC 820-10 to require new disclosures with regards to significant transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and other settlements within the Level 3 fair value rollforward. ASU 2010-06 also clarifies existing fair value disclosures about the appropriate level of disaggregation and about inputs and valuation techniques for both recurring and nonrecurring fair value measurements that fall in either Level 2 or Level 3. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales and settlements in the rollforward of activity in Level 3 fair value measurements, which are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption on January 1, 2010 of the additional disclosure requirements of ASU 2010-06 did not materially impact BlackRock’s condensed consolidated financial statements. The adoption of the additional Level 3 rollforward disclosure requirements, which will be effective in 2011, are not expected to materially impact BlackRock’s financial statement disclosures.

~~- 14 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

~~BlackRock, Inc.~~

~~Notes to Condensed Consolidated Financial Statements—(continued)~~

~~(unaudited)~~

3. Mergers and Acquisitions

Barclays Global Investors

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

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


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

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


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

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

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

As management receives additional tax related information the following items are subject to change: deferred income tax assets and liabilities, goodwill, other assets, due from and to related parties and other liabilities.

Helix Financial Group LLC

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

~~- 15 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

~~BlackRock, Inc.~~

~~Notes to Condensed Consolidated Financial Statements—(continued)~~

~~(unaudited)~~

4. Investments

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


	Carrying Value				Carrying Value
(Dollar amounts in millions)	March 31, 2010		December 31, 2009		June 30, 2010		December 31, 2009
Available-for-sale investments	$	65	$	73	$	59	$	73
Held-to-maturity		40		29
Held-to-maturity investments						46		29
Trading investments		237		167		268		167
Other investments:
Consolidated sponsored investment funds		318		360		301		360
Equity method investments		393		376		432		376
Deferred compensation plan hedge fund equity method investments		28		29		28		29
Cost method investments		15		15		329		15

Total other investments		754		780		1,090		780

Total investments	$	1,096	$	1,049	$	1,463	$	1,049

At ~~March 31,~~June 30, 2010, the Company had ~~$493~~$512 million of total investments held by consolidated sponsored investment funds (non-VIEs) of which ~~$175~~$211 million and ~~$318~~$301 million were classified as trading investments and other investments, respectively.

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

~~- 16 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

~~BlackRock, Inc.~~

~~Notes to Condensed Consolidated Financial Statements—(continued)~~

~~(unaudited)~~

4. Investments (continued)

~~Available-for-sale~~Available-for-Sale Investments

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


(Dollar amounts in millions)
	Cost			Gross Unrealized							Carrying Value
March 31, 2010			Gains			Losses
June 30, 2010													Cost		Gross Unrealized				Carrying Value
June 30, 2010													Cost		Gains		Losses		Carrying Value
Available-for-sale investments:	Cost										Carrying Value
Equity securities:
Sponsored investment funds	$	44		$	3		$	(2	)		$	45	$	39	$	2	($2	)	$	39
Collateralized debt obligations		2			1			—				3		2		1	—			3
Debt securities:
Mortgage debt		5			1			—				6		5		1	—			6
Asset-backed debt		9			2			—				11		10		1	—			11

Total available-for-sale investments	$	60		$	7		$	(2	)		$	65	$	56	$	5	($2	)	$	59


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

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

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

During the ~~three~~six months ended ~~March 31,~~June 30, 2010 and 2009, the Company ~~did not record any~~recorded other-than-temporary impairments of less than $1 million and $4 million, respectively, which were recorded in non-operating (expense) on ~~available-for-sale~~the condensed consolidated statements of income. The $4 million of impairments during the six months ended June 30, 2009 included $2 million of credit loss impairments on debt ~~securities.~~securities, which was determined by comparing the estimated discounted cash flows versus the amortized cost for each individual security.

The Company ~~has~~ reviewed the gross unrealized losses of $2 million as of ~~March 31,~~June 30, 2010 related to available-for-sale equity securities, of which approximately $1 million had been in a loss position for greater than twelve months, and determined that these unrealized losses were not other-than-temporary primarily because the Company has the ability and intent to hold the securities for a period of time sufficient to allow for recovery of such unrealized losses. As a result, the Company did not record additional impairments on such equity securities.

~~- 17 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

~~BlackRock, Inc.~~

~~Notes to Condensed Consolidated Financial Statements—(continued)~~

~~(unaudited)~~

4. Investments (continued)

Held-to-Maturity Investments

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


	Carrying Value				Carrying Value
(Dollar amounts in millions)	March 31, 2010		December 31, 2009		June 30, 2010		December 31, 2009
Held-to-maturity investments:
Foreign government debt	$	39	$	28	$	45	$	28
U.S. government debt		1		1		1		1

Total held-to-maturity investments:	$	40	$	29	$	46	$	29

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

Trading and Other Investments

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


	March 31, 2010				December 31, 2009				June 30, 2010				December 31, 2009
(Dollar amounts in millions)	Cost		Carrying Value		Cost		Carrying Value		Cost		Carrying Value		Cost		Carrying Value

Trading investments:
Deferred compensation plan mutual fund investments	$	49	$	43	$	49	$	42	$	42	$	40	$	49	$	42
Equity securities		157		145		112		97		89		88		112		97
Debt securities:
Municipal debt		11		11		10		11		12		13		10		11
Mortgage debt		4		4		—		—		9		9		—		—
Foreign government debt		—		—		15		15		1		1		15		15
Corporate debt		19		19		1		1		43		42		1		1
U.S. government debt		6		6		1		1
U.S. government/government agency debt										66		68		1		1
Asset-backed debt		9		9		—		—		7		7		—		—

Total trading investments	$	255	$	237	$	188	$	167	$	269	$	268	$	188	$	167

Other investments:
Consolidated sponsored investment funds	$	330	$	318	$	380	$	360	$	334	$	301	$	380	$	360
Equity method		492		393		499		376
Equity method investments										524		432		499		376
Deferred compensation plan hedge fund equity method investments		25		28		28		29		25		28		28		29
Cost method investments		15		15		15		15
Cost method investments:
Federal Reserve Bank stock										324		324		10		10
Other										5		5		5		5

Total cost method investments										329		329		15		15

Total other investments	$	862	$	754	$	922	$	780	$	1,212	$	1,090	$	922	$	780

Trading Investments

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

~~- 18 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

~~BlackRock, Inc.~~

~~Notes to Condensed Consolidated Financial Statements—(continued)~~

~~(unaudited)~~

4. Investments (continued)

Cost Method Investments

Cost method investments include non-marketable securities, including ~~$10~~$324 million of restricted Federal Reserve Bank stock ~~that~~at June 30, 2010, which is held for regulatory purposes.

As of ~~March 31,~~June 30, 2010, there were no indicators of impairments on these investments.

Contractual Maturity ~~dates~~of Debt Securities

The ~~carrying~~cost or amortized cost and fair value of debt securities classified as available-for-sale ~~held-to-maturity~~ and ~~trading investments,~~held-to-maturity by maturity at ~~March 31,~~June 30, 2010 ~~and December 31, 2009~~ is as follows:

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

Total
   $ 106    $ 74

At March 31, 2010 and December 31, 2009, the debt securities in the table above primarily consisted of mortgage, asset-backed, municipal, corporate, U.S. and foreign government debt securities a portion of which are held by consolidated sponsored investment funds, which are consolidated in the Company’s condensed consolidated statements of financial condition.
(Dollar amounts in millions)    1 Year
or less    After 1
Year
through 5
Years    After 5
Years
through 10
Years    After 10
Years    Total
Available-for-sale investments:

Mortgage debt
   $ —      $ —      $ 1    $ 4    $ 5
Asset-backed debt
   —      —      —      10    10

Cost
   $ —      $ —      $ 1    $ 14    $ 15

Fair value
   $ —      $ —      $ 1    $ 16    $ 17

Held-to-maturity investments:

Foreign government debt
   $ 18    $ 22    $ —      $ 5    $ 45
U.S. government debt
   1    —      —      —      1

Amortized cost
   $ 19    $ 22    $ —      $ 5    $ 46

Fair value
   $ 19    $ 22    $ —      $ 5    $ 46

~~- 19 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

~~BlackRock, Inc.~~

~~Notes to Condensed Consolidated Financial Statements—(continued)~~

~~(unaudited)~~

5. Consolidated Sponsored Investment Funds

The Company consolidates certain sponsored investment funds primarily because it is deemed to control such funds in accordance with GAAP. The investments that are owned by these consolidated sponsored investment funds are classified as other or trading investments. At ~~March 31,~~June 30, 2010 and December 31, 2009, the following balances related to these funds were consolidated inon the condensed consolidated statements of financial condition:


(Dollar amounts in millions)	March 31, 2010			December 31, 2009			June 30, 2010			December 31, 2009

Cash and cash equivalents	$	123		$	75		$	108		$	75
Investments		493			463			512			463
Other net assets (liabilities)		(24	)		(7	)		(67	)		(7	)
Non-controlling interests		(253	)		(273	)		(253	)		(273	)

Total net interests in consolidated investment funds	$	339		$	258		$	300		$	258

At December 31, 2009, the above balances included a consolidated sponsored investment fund that was also deemed a VIE. This VIE, as well as three consolidated CLOs, which are also VIEs, were excluded from the ~~March 31,~~June 30, 2010 balances above. See Note 7, Variable Interest Entities, for further discussion.

BlackRock’s total exposure to consolidated sponsored investment funds of ~~$339~~$300 million and $258 million at ~~March 31,~~June 30, 2010 and December 31, 2009, respectively, represents the value of the Company’s economic ownership interest in these sponsored investment funds. Valuation changes associated with these consolidated investment funds are reflected in non-operating income (expense) and net income (loss) attributable to non-controlling interests.

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

~~- 20 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

~~BlackRock, Inc.~~

~~Notes to Condensed Consolidated Financial Statements—(continued)~~

~~(unaudited)~~

6. Fair Value Disclosures

Fair Value Hierarchy

Assets and liabilities measured at fair value on a recurring basis at ~~March 31,~~June 30, 2010 were as follows:


(Dollar amounts in millions)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Other Assets Not Held at Fair Value ⁽¹⁾		March 31, 2010		Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Other Assets Not Held at Fair Value⁽¹⁾		June 30, 2010
Assets:
Investments
Available-for-sale
Available-for-sale:
Equity	$	45	$	3	$	—	$	—	$	48	$	39		$	3	$	—	$	—	$	42
Fixed income		1		16		—		—		17		—			17		—		—		17

Total available-for-sale		46		19		—		—		65		39			20		—		—		59
Held-to-maturity
Held-to-maturity:
Fixed income		—		—		—		40		40		—			—		—		46		46

Total held-to-maturity		—		—		—		40		40		—			—		—		46		46
Trading
Equity		133		12		—		—		145
Trading;
Equity / Multi-asset class												76			12		—		—		88
Fixed income		—		49		—		—		49		1			139		—		—		140
Deferred compensation plan mutual fund investments		43		—		—		—		43		40			—		—		—		40

Total trading		176		61		—		—		237		117			151		—		—		268
Other investments:
Consolidated sponsored investment funds:
Hedge funds / Funds of funds		—		—		25		—		25		—			—		28		—		28
Private equity		13		—		280		—		293		14			—		259		—		273

Total Consolidated sponsored investment funds		13		—		305		—		318		14			—		287		—		301
Equity method
Hedge funds / Funds of funds												—			—		261		26		287
Private equity investments												—			—		60		19		79
Real estate funds												—			—		48		8		56
Fixed income mutual fund		—		10		—		—		10		—			10		—		—		10
Hedge funds / Funds of funds		—		—		237		23		260
Private equity funds		—		—		58		18		76
Real estate funds		—		—		39		8		47

Total equity method		—		10		334		49		393		—			10		369		53		432

Deferred compensation plan hedge fund equity method investments		—		11		17		—		28		—			10		18		—		28
Cost method investments		—		—		—		15		15		—			—		—		329		329

Total investments		235		101		656		104		1,096		170			191		674		428		1,463

Separate account assets
Equity		73,920		58		63		—		74,041		63,746			666		7		—		64,419
Fixed income		—		37,027		1,090		—		38,117		—			35,066		1,448		—		36,514
Derivatives		4		1,453		—		—		1,457		(39	)		1,734		—		—		1,695
Money market funds		1,764		—		—		—		1,764		2,018			—		—		—		2,018
Other		—		—		—		808		808		—			—		—		830		830

Total separate account assets		75,688		38,538		1,153		808		116,187		65,725			37,466		1,455		830		105,476
Collateral held under securities lending agreements
Equity		8,463		—		—		—		8,463		13,748			—		—		—		13,748
Fixed income		—		4,954		—		—		4,954		—			4,556		—		—		4,556

Total collateral held under securities lending agreements		8,463		4,954		—		—		13,417		13,748			4,556		—		—		18,304


Other assets⁽²⁾		—		11		24		—		35		—			11		24		—		35
Assets of consolidated VIEs
Bank loans		—		1,154		—		—		1,154		—			1,162		—		—		1,162
Bonds		—		93		—		—		93		—			91		—		—		91
Private equity		3		—		35		—		38		3			—		30		—		33
Other		—		3		—		—		3		—			4		—		—		4

Total investments of consolidated VIEs		3		1,250		35		—		1,288		3			1,257		30		—		1,290

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

Total assets measured at fair value											$	79,646		$	43,481	$	2,183	$	1,258	$	126,568

Liabilities:
Borrowings of consolidated VIEs	$	—	$	—	$	1,214	$	—	$	1,214	$	—		$	—	$	1,215	$	—	$	1,215
Collateral liability under securities lending agreements		8,463		4,954		—		—		13,417		13,748			4,556		—		—		18,304
Other liabilities		—		7		—		—		7
Other liabilities⁽³⁾												10			3		—		—		13

Total liabilities measured at fair value	$	8,463	$	4,961	$	1,214	$	—	$	14,638	$	13,758		$	4,559	$	1,215	$	—	$	19,532

⁽¹⁾

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

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

⁽³⁾
Includes credit default swap (Pillars) and short sales of equity securities within consolidated sponsored investment funds.

~~- 21 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

~~BlackRock, Inc.~~

~~Notes to Condensed Consolidated Financial Statements—(continued)~~

~~(unaudited)~~

6. Fair Value Disclosures (continued)

Fair Value Hierarchy (continued)

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


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

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

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

Total assets measured at fair value											$	111,756	$	25,449	$	2,025	$	840	$	140,070

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

⁽¹⁾

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

~~- 22 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

~~BlackRock, Inc.~~

~~Notes to Condensed Consolidated Financial Statements—(continued)~~

~~(unaudited)~~

6. Fair Value Disclosures (continued)

Separate Account Assets

BlackRock Pensions Limited and BlackRock Asset Management Pensions Limited, both wholly-owned subsidiaries of the Company, are registered life insurance companies that maintain separate account assets, representing segregated funds held for purposes of funding individual and group pension contracts, and equal and offsetting separate account non-financial liabilities. The changes in Level 3 assets in the three and six months ended ~~March 31,~~June 30, 2009, primarily related to purchases, sales and gains/(losses). The net investment income and net gains and losses attributable to separate account assets accrue directly to the contract owner and are not reported ~~as non-operating income (expense)~~ on the condensed consolidated statements of income.

Money Market Funds within Cash and Cash Equivalents

At ~~March 31,~~June 30, 2010 and December 31, 2009, approximately ~~$0.3 billion~~$142 million and $1.4 billion, respectively, of money market funds were recorded within cash and cash equivalents on the Company’s condensed consolidated statements of financial condition. Money market funds are valued through the use of quoted market prices (a Level 1 input), or ~~$1,~~$1.00, which is generally the net asset value of the fund.

Level 3 Assets

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

Level 3 assets recorded within separate account assets may include single broker non-binding quotes for fixed income securities.

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

Level 3 Liabilities

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

~~- 23 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

~~BlackRock, Inc.~~

~~Notes to Condensed Consolidated Financial Statements—(continued)~~

~~(unaudited)~~

6. Fair Value Disclosures (continued)

Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for the Three Months Ended ~~March 31,~~June 30, 2010


(Dollar amounts in millions)	December 31, 2009		Realized and unrealized gains / (losses), net			Purchases, sales, other settlements and issuances, net			Net transfers in and/or out of Level 3			March 31, 2010		Total net gains (losses) included in earnings⁽¹⁾			March 31, 2010		Realized and unrealized gains / (losses), net		Purchases, sales, other settlements and issuances, net			Net transfers in and/or out of Level 3			June 30, 2010		Total net gains (losses) included in earnings⁽¹⁾
Assets:
Investments:
Consolidated sponsored investment funds
Consolidated sponsored investment funds:
Hedge funds / Funds of funds	$	26	$	—		$	(1	)	$	—		$	25	$	(1	)	$	25	($1	)	$	4		$	—		$	28	$	—
Private equity		312		4			(36	)		—			280		5			280	(22	)		2			(1	)		259		(22	)
Equity method
Equity method:
Hedge funds / Funds of funds		247		13			(23	)		—			237		14			237	1			23			—			261		(1	)
Private equity funds		51		—			7			—			58		1
Private equity investments																		58	2			—			—			60		1
Real estate funds		36		(1	)		4			—			39		(1	)		39	3			6			—			48		3
Deferred compensation plan hedge funds		15		2			—			—			17		2			17	1			—			—			18		—

Total investments		687		18			(49	)		—			656		20			656	(16	)		35			(1	)		674		(19	)
Separate account assets
Separate account assets:
Equity		5		—			(3	)		61			63					63	(5	)		(51	)		—			7
Fixed income		1,287		34			185			(416	)		1,090					1,090	6			160			192			1,448

Total separate account assets		1,292		34			182			(355	)		1,153		n/a	⁽²⁾		1,153	1			109			192			1,455		n/a	⁽²⁾

Other assets		46		(12	)		(10	)		—			24		(12	)		24	2			(2	)		—			24		2

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

Private equity investments of consolidated VIEs																		35	(6	)		1			—			30		n/a	⁽³⁾

Total assets measured at fair value	$	2,025	$	42		$	156		$	(355	)	$	1,868				$	1,868	($19	)	$	143		$	191		$	2,183

Liabilities:

Borrowings of consolidated VIEs	$	—	$	(57	)	$	1,157			—		$	1,214		n/a	⁽³⁾	$	1,214	($1	)	$	—		$	—		$	1,215		n/a	⁽³⁾

n/a – ~~Not~~not applicable

⁽¹⁾⁽¹⁾

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

⁽²⁾⁽²⁾

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

⁽³⁾⁽³⁾

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

~~- 24 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

~~BlackRock, Inc.~~

~~Notes to Condensed Consolidated Financial Statements—~~6. Fair Value Disclosures (continued)

~~(unaudited)~~

Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for the Six Months Ended June 30, 2010


(Dollar amounts in millions)	December 31, 2009		Realized and unrealized gains / (losses), net			Purchases, sales, other settlements and issuances, net			Net transfers in and/or out of Level 3			June 30, 2010		Total net gains (losses) included in earnings⁽¹⁾
Assets:
Investments:
Consolidated sponsored investment funds:
Hedge funds / Funds of funds	$	26		($1	)	$	3		$	—		$	28	($1	)
Private equity		312		(18	)		(34	)		(1	)		259	(17	)
Equity method:
Hedge funds / Funds of funds		247		14			—			—			261	13
Private equity investments		51		2			7			—			60	2
Real estate funds		36		2			10			—			48	2
Deferred compensation plan hedge funds		15		3			—			—			18	2

Total investments		687		2			(14	)		(1	)		674	1
Separate account assets:
Equity		5		(5	)		(54	)		61			7
Fixed income		1,287		40			345			(224	)		1,448

Total separate account assets		1,292		35			291			(163	)		1,455	n/a	⁽²⁾
Other assets		46		(10	)		(12	)		—			24	(10	)
Private equity investments of consolidated VIEs		—		(4	)		34			—			30	n/a	⁽³⁾

Total assets measured at fair value	$	2,025	$	23		$	299			($164	)	$	2,183

Liabilities:
Borrowings of consolidated VIEs	$	—		($58	)	$	1,157		$	—		$	1,215	n/a	⁽³⁾

n/a – not applicable

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

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

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

PART I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

6. Fair Value Disclosures (continued)

Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for the Three Months Ended June 30, 2009


(Dollar amounts in millions)	March 31, 2009		Realized and unrealized gains / (losses), net			Purchases, sales, other settlements and issuances, net		Net transfers in and/ or out of Level 3		June 30, 2009		Total net gains (losses) included in earnings⁽¹⁾
Investments	$	666	$	78		($48	)	$	—	$	696	$	76
Other assets		51		(1	)	—			—		50		(1	)

Total investments and other assets measured at fair value	$	717	$	77		($48	)	$	—	$	746	$	75

Other liabilities	$	76	$	—		($76	)	$	—	$	—	$	—

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

Changes in Level 3 Investments and Other Assets Measured at Fair Value on a Recurring Basis for the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2009


(Dollar amounts in millions)	December 31, 2008		Realized and unrealized gains / (losses), net			Purchases, sales, other settlements and issuances, net			Net transfers in and/or out of Level 3			March 31, 2009		Total net gains (losses) included in earnings⁽¹⁾			December 31, 2008		Realized and unrealized gains / (losses), net		Purchases, sales, other settlements and issuances, net		Net transfers in and/or out of Level 3		June 30, 2009		Total net gains (losses) included in earnings⁽¹⁾
Investments	$	813	$	(118	)	$	(10	)	$	(19	)	$	666	$	(116	)	$	813	($40	)	($58	)	($19	)	$	696	($40	)
Other assets		64		(14	)		1			—			51		(14	)		64	(15	)	1		—			50	(15	)

Total assets measured at fair value	$	877	$	(132	)	$	(9	)	$	(19	)	$	717	$	(130	)
Total investments and other assets measured at fair value																	$	877	($55	)	($57	)	($19	)	$	746	($55	)

⁽¹⁾⁽¹⁾

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

Realized and ~~unrealized gains and losses~~Unrealized Gains / (Losses) for Level 3 ~~investments~~Assets and Liabilities

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

Significant Transfers in and/or out of Levels

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

~~Upon~~As a ~~change~~result of changes in valuation sources, ~~approximately $61 million~~due to availability of observable market inputs, for the assets held within separate account assets ~~transferred~~there were transfers into Level 3 from Level 1 toand Level 32 and ~~$416 million from~~transfers out of Level 3 to Level 2.

Significant Other Settlements in 2010

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

~~- 25 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

~~BlackRock, Inc.~~

~~Notes to Condensed Consolidated Financial Statements—(continued)~~

~~(unaudited)~~

6. Fair Value Disclosures (continued)

Investments in Certain Entities that Calculate Net Asset Value Per Share

As a practical expedient to value certain investments, the Company relies on net asset values as the fair value for certain investments. The following table lists information regarding all investments that use a fair value measurement to account for both their financial assets and financial liabilities in their calculation of a net asset value per share (or its equivalent): at June 30, 2010:

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

Redemption
Notice Period
Trading:
Equity^(a)
   $ 12    $ —      Daily (100)%
n/a
Consolidated sponsored investment funds:
Private equity fund of funds^(b)
   280    78    n/a    n/a
Other fund of funds^(c)
   9    —
Monthly (39)%,
Quarterly (51)%
Semi-annually and
Annually (10)%
   30 – 120 days
Equity method⁽¹⁾:
Hedge funds/funds of hedge funds^(d)
   237    91
Monthly (8)%,
Quarterly (18)%,
n/a (74)%
   15 – 90 days
Private equity funds^(e)
   58    73    n/a    n/a
Real estate funds^(f)
   39    61    n/a    n/a
Deferred compensation plan hedge fund investments^(g)
   28    —
Monthly (10)%,
Quarterly (90)%
   30 – 60 days
Private equity assets of consolidated VIEs^(h)
   35    3    n/a    n/a

Total
   $ 698    $ 306


(Dollars amounts in millions)	Fair Value		Total Unfunded Commitment		Redemption Frequency	Redemption Notice Period
Trading:
Equity (a)	$	12	$	—	Daily (100%)	n/a
Consolidated sponsored investment funds:
Private equity fund of funds (b)		215		72	n/a	n/a
Other fund of funds (c)		8		—	Monthly (39%), Quarterly (51%) Semi-annually and Annually (10%)	30 –120 days
Equity method⁽¹⁾:
Hedge funds/funds of hedge funds (d)		261		93	Monthly (7%), Quarterly (18%), n/a (75%)	15 – 90 days
Private equity funds (e)		60		64	n/a	n/a
Real estate funds (f)		48		68	n/a	n/a
Deferred compensation plan hedge fund investments (g)		28		—	Monthly (11%), Quarterly (89%)	30 – 60 days
Private equity investments of consolidated VIEs (h)		29		2	n/a	n/a

Total	$	661	$	299

n/a—a – not applicable

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

^(a)

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

~~- 26 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

~~BlackRock, Inc.~~

~~Notes to Condensed Consolidated Financial Statements—(continued)~~

~~(unaudited)~~

6. Fair Value Disclosures (continued)

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

^(b)

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

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

^(c)

Total remaining unfunded commitments to other third party funds is $72 million. The Company is contractually obligated to fund only $50 million to the consolidated funds, while the remaining unfunded balance in the table above would be funded by capital contributions from non-controlling interest holders.

(c)

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

^(d)

This category includes hedge funds and funds of hedge funds that invest primarily in equities, fixed income securities, distressed credit and mortgage instruments and other third party hedge funds. The fair values of the investments in this category have been estimated using the net asset value of the Company’s ownership interest in partners’ capital. It is estimated that the investments in the funds that are not subject to redemptions ~~would~~will be liquidated over a ~~weighted average~~weighted-average period of less than 87 years.

^(e)

This category includes several private equity funds that initially invest in non-marketable securities of private companies, which ultimately may become public in the future. The fair values of these investments have been estimated using the net asset value of the Company’s ownership interest in partners’ capital as well as other performance inputs. The Company’s investment in each fund is not subject to redemption and is normally returned through distributions as a result of the liquidation of the underlying assets of the private equity funds. It is estimated that the investment in these funds ~~would~~will be liquidated over a ~~weighted average~~weighted-average period of approximately 87 years.

^(f)

This category includes several real estate funds that invest primarily to acquire, expand, renovate, finance, hold for investment, and ultimately sell income-producing apartment properties or to capitalize on the distress in the residential real estate market. The fair values of the investments in this category have been estimated using the net asset value of the Company’s ownership interest in partners’ capital. The Company’s investment in each fund is not subject to redemption and is normally returned through distributions as a result of the liquidation of the underlying assets of the real estate funds. It is estimated that the investments in these funds ~~would~~will be liquidated over a ~~weighted average~~weighted-average period of approximately 1413 years.

^(g)

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

^(h)

This category includes the underlying third party private equity funds within one consolidated BlackRock sponsored private equity fund of funds. The fair values of the investments in the third party funds have been estimated using the net asset value of the Company’s ownership interest in partners’ capital in each fund in the portfolio as well as other performance inputs. These investments are not subject to redemption, however for certain funds the Company may sell or transfer its interest, which may need approval by the general partner of the underlying funds. Due to the nature of the investments in this category, the Company reduces its investment ~~via~~by distributions that are received through the realization of the underlying assets of the funds. It is estimated that the underlying assets of these funds ~~would~~will be liquidated over a ~~weighted average~~weighted-average period of approximately 5 years. Total remaining unfunded commitments to other third party funds is $3$2 million, which will be funded by capital contributions from non-controlling interest holders.

~~- 27 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

~~BlackRock, Inc.~~

~~Notes to Condensed Consolidated Financial Statements—(continued)~~

~~(unaudited)~~

6. Fair Value Disclosures (continued)

Fair Value Option

Upon consolidation of three CLOs on January 1, 2010, the Company elected to adopt the fair value accounting provisions for eligible assets, including bank loans and borrowings of the CLOs. To the extent there is a difference between the change in fair value of the assets and liabilities, the difference will be reflected as net income (loss) attributable to nonredeemable non-controlling interests on the condensed consolidated statements of income and offset by a change in appropriated retained earnings on the condensed consolidated statements of financial condition.

The following table presents, as of ~~March 31,~~June 30, 2010, the fair value of those assets and liabilities selected for fair value accounting:


(Dollars amounts in millions)			June 30, 2010

CLO Bank Loans:	March 31, 2010
Aggregate principal amounts outstanding			$	1,282
Fair value	$	1,154	$	1,162
Aggregate principal amounts outstanding	$	1,303
Aggregate unpaid principal balance in excess of fair value	$	149	$	120
Unpaid principal balance of loans more than 90 days past due	$	9	$	7
Aggregate fair value of loans more than 90 days past due	$	1	$	1
Aggregate unpaid principal balance in excess of fair value for loans more than 90 days past due	$	8	$	6

CLO Borrowings:
Aggregate principal amounts outstanding			$	1,434
Fair value	$	1,214	$	1,215
Aggregate principal amounts outstanding	$	1,433

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

During the ~~three~~six months ended ~~March 31,~~June 30, 2010, the change in fair value of the bank loans, along with the bonds held at fair value, resulted in a ~~$67~~$65 million gain, which was offset by ~~a $67~~an $83 million loss in the fair value of the CLO ~~borrowings, which were~~borrowings. The net gain (loss) was recorded in non-operating income (expense). on the condensed consolidated statement of income. The change in fair value of the assets and liabilities includes interest income and expense, respectively.

~~- 28 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

~~BlackRock, Inc.~~

~~Notes to Condensed Consolidated Financial Statements—(continued)~~

~~(unaudited)~~

7. Variable Interest Entities

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

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

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

VIEs in which BlackRock is the Primary Beneficiary

As of ~~March 31,~~June 30, 2010

As of ~~March 31,~~June 30, 2010, BlackRock was the primary beneficiary of four VIEs, which included three CLOs in which it did not have an investment, however, BlackRock, as the collateral manager, was deemed to have both the power to control the activities of the CLOs and the right to receive benefits that could potentially be ~~significant.~~significant to the VIE. In addition, BlackRock was the primary beneficiary of one sponsored private ~~sponsored~~equity investment fund, in which it had a non-substantive investment, which absorbed the majority of the variability due to its de-facto third party relationships with other partners in the fund. The assets of these VIEs are not available to creditors of the Company. In addition, the investors in these VIEs have no recourse to the credit of the Company. At ~~March 31,~~June 30, 2010, the following balances related to these four VIEs, which were consolidated inon the Company’s condensed consolidated statements of financial condition:


(Dollar amounts in millions)	March 31, 2010			June 30, 2010

Assets of consolidated VIEs
Cash and cash equivalents	$	90		$	61
Bank loans, bonds and other investments		1,288			1,290
Liabilities of consolidated VIEs
Borrowings		(1,214	)		(1,215	)
Other liabilities		(4	)		(6	)
Appropriated retained earnings		(114	)		(89	)
Non-controlling interests of consolidated VIEs		(46	)		(41	)

Total net interests in consolidated VIEs	$	—		$	—

For the ~~three~~six months ended ~~March 31,~~June 30, 2010, the Company recorded non-operating ~~income~~expense of $1$28 million offset by a $1$28 million net ~~gain~~loss attributable to nonredeemable non-controlling interests on the Company’s condensed consolidated statements of income. For the ~~three~~six months ended ~~March 31,~~June 30, 2009, the Company recorded a non-operating expense of ~~$12~~$6 million offset by a ~~$12~~$6 million net loss attributable to non-controlling interests on its condensed consolidated statements of income.

At ~~March 31,~~June 30, 2010, bank loans, bonds and other investments of consolidated VIEs were ~~$1,154~~$1,162 million, ~~$93~~$91 million, and ~~$41~~$37 million, respectively. The ~~weighted average~~weighted-average maturity of the bank loans and bonds was approximately 4.1 years.

~~- 29 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

~~BlackRock, Inc.~~

~~Notes to Condensed Consolidated Financial Statements—(continued)~~

~~(unaudited)~~

7. Variable Interest Entities (continued)

VIEs in which BlackRock is the Primary Beneficiary (continued)

As of December 31, 2009

As of December 31, 2009, BlackRock was the primary beneficiary of one VIE, a sponsored private ~~sponsored~~equity investment fund in which it ~~had~~did not have a ~~non-substantive~~substantive investment, due to its de-facto third party relationships with other partners in the fund. Due to the consolidation of this VIE, at December 31, 2009, the Company recorded $54 million of net assets, primarily comprised of investments and cash and cash equivalents. These net assets were offset by $54 million of nonredeemable non-controlling interests, which reflect the equity ownership of third parties, on the Company’s condensed consolidated statements of financial condition.

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

At ~~March 31,~~June 30, 2010 and December 31, 2009, the Company’s carrying value of assets and liabilities and its maximum risk of loss related to VIEs in which it holds a significant variable interest or is the sponsor that holds a variable interest, but for which it was not the primary beneficiary, were as follows:

As of ~~March 31,~~June 30, 2010


	(Dollar amounts in millions)									(Dollar amounts in millions)
	Variable Interests on the Condensed Consolidated Statement of Financial Condition									Variable Interests on the Condensed Consolidated Statement of Financial Condition
	Investments		Advisory Fee Receivables		Other Net Assets (Liabilities)			Maximum Risk of Loss		Investments		Advisory Fee Receivables		Other Net Assets (Liabilities)		Maximum Risk of Loss
CDOs/CLOs	$	3	$	2	$	(3	)	$	22	$	2	$	2	($3	)	$	21
Other sponsored investment funds		14		318		(—	)		332		20		210	(6	)		229

Total	$	17	$	320	$	(3	)	$	354	$	22	$	212	($9	)	$	250

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

CDOs/CLOs –- approximately ($6)4) billion, comprised of approximately $9 billion of assets at fair value and ~~$15~~$13 billion of liabilities, primarily comprised of unpaid principal debt obligations to CDO/CLO debt holders.

Other sponsored investments funds – approximately ~~$1.5~~$1.4 trillion to ~~$1.6~~$1.5 trillion

This amount includes approximately ~~$1.1~~$1 trillion of collective trusts. Each collective trust has been aggregated separately and may include collective trusts that invest in other collective trusts.

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

At ~~March 31,~~June 30, 2010, BlackRock’s maximum risk of loss associated with these VIEs primarily relates to: (i) BlackRock’s ~~equity~~ investments, (ii) advisory fee receivables and (iii) credit protection sold by BlackRock to a third party in a synthetic CDO transaction.

~~- 30 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

~~BlackRock, Inc.~~

~~Notes to Condensed Consolidated Financial Statements—(continued)~~

~~(unaudited)~~

7. Variable Interest Entities (continued)

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

As of December 31, 2009


	(Dollar amounts in millions)									(Dollar amounts in millions)
	Variable Interests on the Condensed Consolidated Statement of Financial Condition									Variable Interests on the Condensed Consolidated Statement of Financial Condition
	Investments		Advisory Fee Receivables		Other Net Assets (Liabilities)			Maximum Risk of Loss		Investments		Advisory Fee Receivables		Other Net Assets (Liabilities)		Maximum Risk of Loss
CDOs/CLOs	$	2	$	2	$	(2	)	$	21	$	2	$	2	($3	)	$	21
Other sponsored investment funds		14		254		(7	)		268		14		254	(7	)		268

Total	$	16	$	256	$	(9	)	$	289	$	16	$	256	($10	)	$	289

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

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

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

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

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

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

~~- 31 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

~~BlackRock, Inc.~~

~~Notes to Condensed Consolidated Financial Statements—(continued)~~

~~(unaudited)~~

8. Derivatives and Hedging

For the ~~three~~six months ended ~~March 31,~~June 30, 2010 and the year ended December 31, 2009, the Company did not hold any derivatives designated in a formal hedge relationship under ASC 815-10,Derivatives and Hedging (“ASC 815-10”).

By using derivative financial instruments, the Company exposes itself to market and counterparty risk. Market risk from forward foreign currency exchange contracts is the effect on the value of a financial instrument that results from a change in currency exchange rates. The Company manages exposure to market risk associated with foreign currency exchange contracts by establishing and monitoring parameters that limit the types and degrees of market risk that may be undertaken. At ~~March 31,~~June 30, 2010, the Company had two outstanding forward foreign exchange contracts with two counterparties with an aggregate notional value of $100 million.

During 2007, the Company commenced a program to enter into a series of total return swaps to economically hedge against market price exposures with respect to certain seed investments in sponsored investment products. At ~~March 31,~~June 30, 2010, the Company had seven outstanding total return swaps with two counterparties with an aggregate notional value of approximately ~~$24~~$21 million.

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

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

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

~~- 32 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

~~BlackRock, Inc.~~

~~Notes to Condensed Consolidated Financial Statements—(continued)~~

~~(unaudited)~~

8. Derivatives and Hedging (continued)

The following table presents the fair value as of ~~March 31,~~June 30, 2010 of derivative instruments not designated as hedging instruments:

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

Total
      $ 1,457.0       $ 1,463.5

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


	Assets			Liabilities
(Dollar amounts in millions)	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Foreign exchange contracts	Other assets	$	1	Other liabilities	$	—
Total return swaps	Other assets		1	Other liabilities		—
Credit default swap (Pillars)	Other assets		—	Other liabilities		3
Separate account derivatives	Separate account assets		1,695	Separate account liabilities		1,695

Total		$	1,697		$	1,698

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

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

Total
      $ 1,501.2       $ 1,503.9

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

   Assets    Liabilities
(Dollar amounts in millions)    Balance Sheet
Location    Fair Value    Balance Sheet
Location    Fair Value
Foreign exchange contracts
   Other assets    $ —      Other liabilities    $ —
Total return swaps
   Other assets    —      Other liabilities    —
Credit default swap (Pillars)
   Other assets    —      Other liabilities    3
Separate account derivatives
   Separate account
assets    1,501    Separate account
liabilities    1,501

Total
      $ 1,501       $ 1,504

~~- 33 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

~~BlackRock, Inc.~~

~~Notes to Condensed Consolidated Financial Statements—(continued)~~

~~(unaudited)~~

8. Derivatives and Hedging (continued)

The following table presents gains (losses) recognized in income on derivative instruments for the three and six months ended ~~March 31, 2010 on derivative instruments:~~June 30, 2010:


(Dollar amounts in millions)	Income Statement Location	Amount of Gain (Loss) Recognized in Income on Derivative Instruments			Income Statement Location	Three Months Ended June 30, 2010		Six Months Ended June 30, 2010
Foreign exchange contracts	General and administration expense	$	(3.8	)	General and administration expenses	$	4	$	1
Total return swaps	Non-operating income (expense)		(0.5	)	Non-operating income (expense)		3		2
Credit default swap (Pillars)	Non-operating income (expense)		(0.1	)	Non-operating income (expense)		—		—

Total		$	(4.4	)		$	7	$	3

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

9. Goodwill

Goodwill at ~~March 31,~~June 30, 2010 and changes during the ~~three~~six months ended ~~March 31,~~June 30, 2010 were as follows:


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

December 31, 2009, as adjusted		12,638		12,638
Impact of excess tax basis amortization				(10	)
Other net additions		3		12

March 31, 2010	$	12,641
June 30, 2010			$	12,640

In accordance with ASC 805, goodwill has been retrospectively adjusted to reflect new information obtained about facts that existed as of December 1, 2009, the BGI acquisition date. During the ~~three~~six months ended ~~March 31,~~June 30, 2010, goodwill increased by ~~$71~~$70 million. The increase ~~relates primarily~~related to purchase price allocation adjustments related to the BGI Transaction, the purchase of substantially all of the net assets of Helix Financial Group LLC and other net additions, offset by a decline related to tax benefits realized from tax-deductible goodwill in excess of book goodwill.

At ~~March 31,~~June 30, 2010, the balance of the Quellos tax-deductible goodwill in excess of book goodwill was approximately ~~$364~~$356 million. Goodwill related to the Quellos Transaction will continue to be reduced in future periods by the amount of tax benefits realized from tax-deductible goodwill in excess of book goodwill.

~~- 34 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

~~BlackRock, Inc.~~

~~Notes to Condensed Consolidated Financial Statements—(continued)~~

~~(unaudited)~~

10. Intangible Assets

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


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

December 31, 2009, as adjusted		16,591		1,075			17,666			16,591		1,075			17,666
Amortization expense		—		(40	)		(40	)		—		(80	)		(80	)

March 31, 2010	$	16,591	$	1,035		$	17,626
June 30, 2010									$	16,591	$	995		$	17,586

In accordance with ASC 805, intangible assets have been retrospectively adjusted to reflect new information obtained about facts that existed as of December 1, 2009, the BGI acquisition date. During the ~~three~~six months ended ~~March 31,~~June 30, 2010, intangible assets decreased ~~$22~~$62 million related to amortization, partially offset by BGI purchase price allocation adjustments.

11. Borrowings

Short-Term Borrowings

The carrying value of short-term borrowings included the following:


(Dollar amounts in millions)	June 30, 2010		December 31, 2009
Commercial paper program	$	344	$	2,034
2007 Revolving credit facility		100		200

Total short-term borrowings	$	444	$	2,234

Commercial Paper Program

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

The Company began issuance of CP Notes under the CP Program on November 4, 2009. As of June 30, 2010, BlackRock had $344 million of outstanding CP Notes with a weighted-average interest rate of 0.31% and a weighted-average maturity of 12 days. As of August 4, 2010, BlackRock had $30 million of outstanding CP Notes with a weighted-average interest rate of 0.43% and a weighted-average maturity of 19 days.

PART I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

11. Borrowings (continued)

Short-Term Borrowings (continued)

2007 Revolving Credit Facility

In August 2007, the Company entered into a five-year $2.5 billion unsecured revolving credit facility (the “2007 facility”), which permits the Company to request an additional $500 million of borrowing capacity, subject to lender credit approval, up to a maximum of $3.0 billion. The 2007 facility requires the Company not to exceed a maximum leverage ratio (ratio of net debt to earnings before interest, taxes, depreciation and amortization, where net debt equals total debt less domestic unrestricted cash) of 3 to 1, which was satisfied with a ratio of less than 1 to 1 at ~~March 31,~~June 30, 2010.

The 2007 facility provides back-up liquidity, funds ongoing working capital for general corporate purposes and funds various investment opportunities. At ~~March 31,~~June 30, 2010, the Company had $100 million outstanding under the 2007 facility with an interest rate of ~~0.43%~~0.53% and a maturity date during ~~May~~July 2010. During July 2010, the Company rolled over the $100 million in borrowings with an interest rate of 0.51% and a maturity date during August 2010.

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

~~- 35 -~~

~~PART I—FINANCIAL INFORMATION (continued)~~

~~Item 1.~~

~~Financial Statements (continued)~~

~~BlackRock, Inc.~~

~~Notes to Condensed Consolidated Financial Statements—(continued)~~

~~(unaudited)~~

~~11. Borrowings (continued)~~

~~Short-Term Borrowings (continued)~~

~~Commercial Paper Program~~

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

Japan Commitment-line

In June ~~2009,~~2010, BlackRock Japan Co., Ltd., a ~~wholly owned~~wholly-owned subsidiary of the Company, renewed a five billion Japanese yen commitment-line agreement with a banking institution (the “Japan Commitment-line”). The term of the renewed Japan Commitment-line ~~was one year~~is three months and will accrue interest ~~accrued~~on outstanding borrowings at the applicable Japanese short-term prime rate. The Japan Commitment-line is intended to provide liquidity and flexibility for operating requirements in Japan. At ~~March 31,~~June 30, 2010, the Company had no borrowings outstanding onunder the Japan Commitment-line.

Convertible Debentures

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


(Dollar amounts in millions)	March 31, 2010		December 31, 2009		June 30, 2010		December 31, 2009
Maturity amount	$	95	$	243	$	71	$	243
Unamortized discount		—		—		—		—

Carrying value	$	95	$	243	$	71	$	243

The Company recognized $1$2 million and $3$6 million for the ~~three~~six months ended ~~March 31,~~June 30, 2010 and 2009, respectively of interest expense, comprised of $1$2 million and $2$4 million related to the coupon and less than $1 million and $1$2 million related to amortization of the discount for the ~~three~~six months ended ~~March 31,~~June 30, 2010 and 2009, respectively. At ~~March 31,~~June 30, 2010, the estimated fair value of the convertible debentures was ~~$204~~$105 million, which was estimated using a market price at ~~March 31,~~the end of June 2010.

On February 15, 2009, the convertible debentures became convertible at the option of the holder into cash and shares of the Company’s common stock at any time prior to maturity. During the ~~three~~six months ended ~~March 31,~~June 30, 2010, holders of ~~$148~~$172 million of debentures converted their holdings into cash and shares. ~~In addition, through May 6, 2010, holders of an additional $24 million of debentures elected to convert their holdings into cash and shares.~~

~~- 36 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

~~BlackRock, Inc.~~

~~Notes to Condensed Consolidated Financial Statements—(continued)~~

~~(unaudited)~~

11. Borrowings (continued)

Long-Term Borrowings

The carrying value and fair value of long-term borrowings estimated using an applicable bond index at June 30, 2010 included the following:


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

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

Fair value	$	509		$	1,046		$	805		$	1,062		$	3,422

2017 Notes

In September 2007, the Company issued $700 million in aggregate principal amount of 6.25% senior unsecured notes maturing on September 15, 2017 (the “2017 Notes”). Interest is payable semi-annually on March 15 and September 15 of each year, or approximately $44 million per year. The 2017 Notes may be redeemed prior to maturity at any time in whole or in part at the option of the Company at a “make-whole” redemption price. The 2017 Notes were issued at a discount of $6 million, which is being amortized over their ten-year term. The Company incurred approximately $4 million inof debt issuance costs, which are being amortized over ten years. As of June 30, 2010, $3 million of unamortized debt issuance costs were included in other assets on the condensed consolidated ~~statements~~statement of financial ~~condition and are being amortized over the term of the 2017 Notes.~~condition.

2012, 2014 and 2019 Notes

In December 2009, the Company issued $2.5 billion in aggregate principal amount of unsecured and unsubordinated obligations. These notes were issued as three separate series of senior debt securities including $0.5 billion of 2.25% notes, $1.0 billion of 3.50% notes and $1.0 billion of 5.0% notes maturing in December 2012, 2014 and 2019, respectively. Net proceeds of this offering were used to repay borrowings under the CP Program and for general corporate purposes. Interest on these notes is payable semi-annually on June 10 and December 10 of each year beginning June 10, 2010, or approximately $96 million per year. These notes may be redeemed prior to maturity at any time in whole or in part at the option of the Company at a “make-whole” redemption price. These notes were issued collectively at a discount of $5 million that is being amortized over the ~~term~~terms of the notes. The Company incurred approximately $13 million inof debt issuance costs, which are being amortized over the respective terms of these notes. As of June 30, 2010, $12 million of unamortized debt issuance costs were included in other assets on the condensed consolidated ~~statements~~statement of financial ~~condition and are being amortized over the terms of the these notes.~~

~~Carrying Value and Fair Value of Long-Term Borrowings~~

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

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

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

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

~~- 37 -~~condition.

PART I—I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

~~BlackRock, Inc.~~

~~Notes to Condensed Consolidated Financial Statements—(continued)~~

~~(unaudited)~~

11. Borrowings (continued)

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

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


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

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

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


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

12. Commitments and Contingencies

Investment Commitments

At ~~March 31,~~June 30, 2010, the Company had approximately ~~$301~~$297 million of investment commitments relating primarily to funds of private equity funds, real estate funds and hedge funds. Amounts to be funded generally are callable at any ~~point~~time prior to the expiration of the commitment. This amount excludes additional commitments made by consolidated sponsored funds of funds to underlying third party funds as third party non-controlling interest holders have the legal obligation to fund the respective commitments of such funds of funds.

Legal Proceedings

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

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

~~- 38 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

~~BlackRock, Inc.~~

~~Notes to Condensed Consolidated Financial Statements—(continued)~~

~~(unaudited)~~

12. Commitments and Contingencies (continued)

Indemnifications

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

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

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

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

Contingent Payments Related to Business Acquisitions

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

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

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

~~London Lease~~Drapers Gardens

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

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

~~- 39 -~~In addition, the Company entered into a purchase obligation for construction services of approximately $50 million.

PART I—I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

~~BlackRock, Inc.~~

~~Notes to Condensed Consolidated Financial Statements—(continued)~~

~~(unaudited)~~

13. Stock-Based Compensation

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


	Three Months Ended March 31,
(Dollar amounts in millions)	2010		2009		Three Months Ended June 30,				Six Months Ended June 30,

(Dollar amounts in millions)					2010		2009		2010		2009
(Dollar amounts in millions)
Restricted stock and restricted stock units (“RSUs”)	$	90	$	64	$	96	$	59	$	186	$	123
Long-term incentive plans funded by PNC		15		15		14		15		29		30
Stock options		3		3		3		3		6		6

Total stock-based compensation	$	108	$	82	$	113	$	77	$	221	$	159

Restricted Stock and RSUs

Restricted stock and RSU activity at ~~March 31,~~June 30, 2010 and changes during the ~~three~~six months ended ~~March 31,~~June 30, 2010 were as follows:


Outstanding at	Unvested Restricted Stock and Units		Weighted Average Grant Date Fair Value		Unvested Restricted Stock and Units		Weighted- Average Grant Date Fair Value
December 31, 2009	5,360,463		$	154.75	5,360,463		$	154.75
Granted	2,796,005		$	239.47	3,096,714		$	232.48
Converted	(1,279,522	)	$	154.72	(1,325,601	)	$	154.77
Forfeited	(161,023	)	$	161.92	(235,365	)	$	180.47

March 31, 2010	6,715,923		$	189.86
June 30, 2010⁽¹⁾					6,896,211		$	188.77

⁽¹⁾	At June 30, 2010, 46,712 awards have vested but have not been converted.

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

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

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

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

~~- 40 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

~~BlackRock, Inc.~~

~~Notes to Condensed Consolidated Financial Statements—(continued)~~

~~(unaudited)~~

13. Stock-Based Compensation (continued)

Restricted Stock and RSUs (continued)

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

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

In May 2010, the Company granted 198,977 RSUs to employees that cliff vest on January 31, 2012. Awards to certain individuals require that BlackRock has actual GAAP earnings per share of at least $6.13 in 2010 or $6.50 in 2011 or has attained an alternative performance hurdle based on the Company’s earnings per share growth rate versus certain peers over the term of the awards. The RSUs may not be sold before the one-year anniversary of the vesting date.

At ~~March 31,~~June 30, 2010, there was ~~$826~~$751 million in total unrecognized stock-based compensation ~~cost~~expense related to unvested restricted stock and RSUs. The unrecognized compensation cost is expected to be recognized over the remaining weighted-average period of ~~2.0~~1.8 years.

Long-Term Incentive Plans Funded by PNC

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

The BlackRock, Inc. 2002 Long-Term Retention and Incentive Plan (the “2002 LTIP Awards”) permitted the grant of up to $240 million in deferred compensation awards, of which the Company previously granted approximately $233 million. Approximately $208 million of the 2002 LTIP Awards were paid in January 2007. The 2002 LTIP Awards were ~~payable~~settled for approximately 16.7% in cash and the remainder in BlackRock stock contributed by PNC and distributed to plan participants. During the ~~three~~six months ended ~~March 31,~~June 30, 2010, approximately $6 million of previously issued 2002 LTIP Awards ~~resulted~~were settled in ~~the settlement of~~ cash and BlackRock shares held by PNC at a conversion price approximating the market price on the settlement date. On the payment date, the Company recorded a capital contribution from PNC for the amount of shares funded by PNC.

PART I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

13. Stock-Based Compensation (continued)

Stock Options

Options outstanding at ~~March 31,~~June 30, 2010 and changes during the ~~three~~six months ended ~~March 31,~~June 30, 2010 were as follows:


Outstanding at	Shares Under Option		Weighted Average Exercise Price		Shares Under Option		Weighted- Average Exercise Price
December 31, 2009	2,641,836		$	98.59	2,641,836		$	98.59
Exercised	(202,310	)	$	38.49	(210,150	)	$	38.63
Forfeited					(9,002	)	$	167.76

March 31, 2010	2,439,526		$	103.57
June 30, 2010					2,422,684		$	103.53

The aggregate intrinsic value of options exercised during the ~~three~~six months ended ~~March 31,~~June 30, 2010 was ~~$35~~$36 million.

At ~~March 31,~~June 30, 2010, the Company had ~~$18~~$15 million in unrecognized stock-based compensation expense related to unvested stock options. The unrecognized compensation cost is expected to be recognized over a remaining weighted-average period of ~~1.5~~1.3 years.

~~- 41 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

~~BlackRock, Inc.~~

~~Notes to Condensed Consolidated Financial Statements—(continued)~~

~~(unaudited)~~

14. Related Party Transactions

Loan Commitments with Anthracite

Prior to March 31, 2010, the Company was committed to provide financing of up to $60 million to Anthracite Capital, Inc. (“Anthracite”), a specialty commercial real estate finance company that was managed by a subsidiary of BlackRock. The financing is collateralized by a pledge by Anthracite of its ownership interest in a real estate debt investment fund, which is also managed by a subsidiary of BlackRock. At ~~March 31,~~June 30, 2010, $33.5 million of financing was outstanding and remains outstanding as of ~~May~~August 2010, which is past its final maturity date of March 5, 2010. At ~~March 31,~~June 30, 2010, the carrying value of the collateral was estimated to be ~~$10~~$9 million, which resulted in ~~a $2.5~~an additional $3.5 million reduction in due from related parties on the Company’s condensed consolidated statement of financial condition and an equal amount recorded in general and administrative ~~expense~~expenses on the Company’s condensed consolidated statement of income in the ~~three~~six months ended ~~March 31,~~June 30, 2010. The Company has no obligation to loan additional amounts to Anthracite under this facility. Anthracite filed a voluntary petition for relief under chapter 7 of title 11 of the U.S. Code in the U.S. Bankruptcy Court for the Southern District of New York on March 15, 2010. The management agreement between the Company and Anthracite has expired. Recovery of any amount of the financing provided by the Company in excess of the value of the collateral is not anticipated. The Company continues to evaluate the collectability of the outstanding borrowings by reviewing the carrying value of the net assets of the collateral, which fluctuates each period.

15. Net Capital Requirements

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

Banking Regulatory Requirements

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

Broker-dealers

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

Capital Requirements as of ~~March 31,~~June 30, 2010

At ~~March 31,~~June 30, 2010, the Company was required to maintain approximately ~~$818~~$865 million in net capital in certain regulated subsidiaries, including BTC, and is in compliance with all applicable regulatory minimum net capital requirements.

~~- 42 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

~~BlackRock, Inc.~~

~~Notes to Condensed Consolidated Financial Statements—(continued)~~

~~(unaudited)~~

16. Capital Stock

Non-voting Participating Preferred Stock

The Company’s preferred shares authorized, issued and outstanding consisted of the following:

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


	June 30, 2010	December 31, 2009
Series A
Shares authorized, $0.01 par value	20,000,000	20,000,000
Shares issued	—	—
Shares outstanding	—	—
Series B
Shares authorized, $0.01 par value	150,000,000	150,000,000
Shares issued	124,620,593	112,817,151
Shares outstanding	124,620,593	112,817,151
Series C
Shares authorized, $0.01 par value	6,000,000	6,000,000
Shares issued	2,866,439	2,889,467
Shares outstanding	2,866,439	2,889,467
Series D
Shares authorized, $0.01 par value	20,000,000	20,000,000
Shares issued	—	11,203,442
Shares outstanding	—	11,203,442

Capital Exchanges

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

PNC Contribution

During the ~~three~~six months ended ~~March 31,~~June 30, 2010, PNC contributed 23,028 of Series C preferred stock in connection with its share surrender agreement to fund certain LTIP awards.

~~- 43 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

~~BlackRock, Inc.~~

~~Notes to Condensed Consolidated Financial Statements—(continued)~~

~~(unaudited)~~

17. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share (“EPS”) for the three months ended ~~March 31,~~June 30, 2010 and 2009:

   Three Months Ended
March 31,
   2010    2009
   Basic    Diluted    Basic    Diluted
Net income attributable to BlackRock, Inc. allocated to:

Common shares
   $ 417    $ 417    $ 82    $ 82
Participating RSUs
   6    6    2    2

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

Weighted-average common shares outstanding
   189,676,023    189,676,023    130,216,218    130,216,218
Dilutive effect of stock options and non-participating restricted stock units
      1,723,512       845,382
Dilutive effect of convertible debt
      752,716       379,270
Dilutive effect of acquisition-related contingent stock payments
      —         356,319

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

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


(Dollar amounts in millions, except per share data)	Three Months Ended June 30,
	2010						2009
	Basic			Diluted			Basic			Diluted
Net income attributable to BlackRock, Inc.	$	432		$	432		$	218		$	218
Less:
Dividends distributed to common shares		195			195			103			103
Dividends distributed to participating RSUs		3			3			3			3

Undistributed net income attributable to BlackRock, Inc.		234			234			112			112
Percentage of undistributed net income allocated to common shares ^(a)		98.6	%		98.6	%		97.3	%		97.3	%

Undistributed net income allocated to common shares		231	��		231			109			109
Plus:
Common dividends		195			195			103			103

Net income attributable to common shares	$	426		$	426		$	212		$	212

Weighted-average common shares outstanding		190,975,161			190,975,161			130,928,926			130,928,926
Dilutive effect of:
Stock options and non-participating RSUs					1,431,411						1,392,757
Convertible debt					162,967						1,042,928

Total weighted-average shares outstanding					192,569,539						133,364,611

Earnings per share attributable to BlackRock, Inc., common stockholders:	$	2.23		$	2.21		$	1.62		$	1.59

(a)	Allocation to common shareholders is based on the total of common and participating security shareholders. For the three months ended June 30, 2010, participating securities include 2.7 million of unvested RSUs that contain nonforfeitable rights to dividends.

PART I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

17. Earnings Per Share (continued)

The following table sets forth the computation of basic and diluted EPS for the six months ended June 30, 2010 and 2009:


(Dollar amounts in millions, except per share data)	Six Months Ended June 30,
	2010						2009
	Basic			Diluted			Basic			Diluted
Net income attributable to BlackRock, Inc.	$	855		$	855		$	302		$	302
Less:
Dividends distributed to common shares		388			388			206			206
Dividends distributed to participating RSUs		6			6			6			6

Undistributed net income attributable to BlackRock, Inc.		461			461			90			90
Percentage of undistributed net income allocated to common shares ^(a)		98.5	%		98.5	%		97.2	%		97.2	%

Undistributed net income allocated to common shares		454			454			88			88
Plus:
Common dividends		388			388			206			206

Net income attributable to common shares	$	842		$	842		$	294		$	294

Weighted-average common shares outstanding		190,329,206			190,329,206			130,574,535			130,574,535
Dilutive effect of:
Stock options and non-participating RSUs					1,616,929						1,154,851
Convertible debt					267,458						939,309

Total weighted-average shares outstanding					192,213,593						132,668,695

Earnings per share attributable to BlackRock, Inc., common stockholders:	$	4.43		$	4.38		$	2.25		$	2.22

(a)	Allocation to common shareholders is based on the total of common and participating security shareholders. For the six months ended June 30, 2010, participating securities include 2.9 million of unvested RSUs that contain nonforfeitable rights to dividends.

Basic EPS is calculated pursuant to the two-class method to determine income attributable to common shareholders. Basic EPS is calculated by dividing net distributed and undistributed earnings allocated to common shareholders by the weighted-average number of common shares outstanding. Diluted EPS includes the determinants of basic EPS and in addition, reflects the impact of other potentially dilutive shares, including RSU awards that do not contain nonforfeitable rights to dividends, unexercised stock options and convertible debentures. The dilutive effect of participating securities is calculated under the more dilutive of either the treasury method or the two-class method.

Due to the similarities in terms between BlackRock series A, B, C and D non-voting participating preferred stock and the Company’s common stock, the Company considers the series A, B, C and D non-voting participating preferred stock to be a common stock equivalent for purposes of ~~earnings per share~~EPS calculations. As such, the Company has included the outstanding series A, B, C and D non-voting participating preferred stock in the calculation of average basic and diluted shares outstanding for the three and six months ended ~~March 31,~~June 30, 2010 and 2009.

For the three and six months ended ~~March 31,~~June 30, 2010, ~~743,869~~1,464,844 and 1,050,616 RSUs, respectively, were excluded from the calculation of diluted ~~earnings per share~~EPS because to include them would have an anti-dilutive effect.

PART I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

17. Earnings Per Share (continued)

Shares issued in Quellos Transaction

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

~~- 44 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

~~BlackRock, Inc.~~

~~Notes to Condensed Consolidated Financial Statements—(continued)~~

~~(unaudited)~~

18. Segment Information

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

The following table illustrates investment advisory, administration fees, securities lending revenue and performance fees,BlackRock Solutions^® and advisory, distribution fees and other revenue for the three and six months ended ~~March 31,~~June 30, 2010 and ~~2009.~~2009, respectively.


	Three Months Ended
	March 31,
(Dollar amounts in millions)					Three Months Ended June 30,				Six Months Ended June 30,
(Dollar amounts in millions)	2010		2009		2010		2009		2010		2009
Equity	$	955	$	242	$	999	$	285	$	1,954	$	527
Fixed income		363		200		365		209		728		409
Multi-asset		167		99		177		106		344		205
Alternative investment products		186		95		175		108		361		203
Cash management		132		175		126		166		258		341

Total investment advisory, administration fees, securities lending revenue and performance fees		1,803		811		1,842		874		3,645		1,685
BlackRock Solutionsand advisory		113		135		114		112		227		247
Distribution fees		28		25		32		23		60		48
Other revenue		51		16		44		20		95		36

Total revenue	$	1,995	$	987	$	2,032	$	1,029	$	4,027	$	2,016

The following ~~table illustrates~~tables illustrate the Company’s total revenue for the three and six months ended ~~March 31,~~June 30, 2010 and 2009 by geographic region. These amounts are aggregated on a legal entity basis and do not necessarily reflect where the customer is sourced.


(Dollar amounts in millions)	Three Months Ended March 31,								Three Months Ended June 30,
			% of				% of
Revenues	2010		total		2009		total
(Dollar amounts in millions)									2010		% of total		2009		% of total
(Dollar amounts in millions)
Americas	$	1,364	68	%	$	767	78	%	$	1,389	68	%	$	764	74	%
Europe		511	26	%		191	19	%		522	26	%		223	22	%
Asia-Pacific		120	6	%		29	3	%		121	6	%		42	4	%

Total revenues	$	1,995	100	%	$	987	100	%
Total revenue									$	2,032	100	%	$	1,029	100	%

~~- 45 -~~


(Dollar amounts in millions)	Six Months Ended June 30,
(Dollar amounts in millions)	2010		% of total		2009		% of total
Revenue
Americas	$	2,753	68	%	$	1,531	75	%
Europe		1,033	26	%		414	21	%
Asia-Pacific		241	6	%		71	4	%

Total revenue	$	4,027	100	%	$	2,016	100	%

PART I—I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

~~BlackRock, Inc.~~

~~Notes to Condensed Consolidated Financial Statements—(continued)~~

~~(unaudited)~~

18. Segment Information (continued)

The following table shows the Company’s long-lived assets, including goodwill and property and equipment at ~~March 31,~~June 30, 2010 and December 31, 2009 and does not necessarily reflect where the asset is physically located.


(Dollar amounts in millions) Long-Lived Assets	March 31, 2010				December 31, 2009
(Dollar amounts in millions)									June 30, 2010				December 31, 2009
Long-Lived Assets
Americas	$	12,969	99	%	$	12,961	99	%	$	12,952	99	%	$	12,961	99	%
Europe		52	—	%		46	—	%		48	—	%		46	—	%
Asia-Pacific		70	1	%		74	1	%		73	1	%		74	1	%

Total long-lived assets	$	13,091	100	%	$	13,081	100	%	$	13,073	100	%	$	13,081	100	%

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

19. Subsequent Events

Approval to Repurchase up to 5,100,000 shares

In July 2010, BlackRock announced that its Board of Directors approved the repurchase of up to 5,100,000 shares to neutralize the dilutive effects of restricted stock units and options that have been granted to employees and which will become dilutive over the next several years. The shares are to be repurchased with management discretion on the timing of the repurchases. BlackRock’s pre-existing repurchase program established in 2006 has been terminated effective with the new authorization.

Tax Legislation in the United Kingdom

In July 2010, the United Kingdom enacted legislation reducing corporate income taxes, effective April 2011. The legislation will result in a revaluation of certain deferred tax assets and liabilities which will result in an income tax benefit in third quarter 2010. At this time, the Company is still evaluating the matter and its impact to the consolidated financial statements.

Additional Subsequent Event Review

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

~~- 46 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 2.

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

Forward-looking Statements

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

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

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

~~- 47 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 2.

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

Overview

BlackRock, Inc. (“BlackRock” or the “Company”) is the largest publicly traded investment management firm. As of ~~March 31,~~June 30, 2010, the Company managed ~~$3.364~~$3.151 trillion of assets under management (“AUM”) on behalf of institutional and individual investors worldwide. The Company’s products include equities, fixed income, multi-asset class, alternatives and cash management products, and offer clients diversified access to global markets through separate accounts, collective trust funds, mutual funds, closed-end funds, exchange traded funds, hedge funds and ~~closed-end~~funds of funds. In addition,BlackRock Solutions^® provides market risk management, financial markets advisory and enterprise investment system services to a broad base of clients. Financial markets advisory services include valuation of illiquid securities, dispositions and workout assignments (including long-term portfolio liquidation assignments), risk management and strategic planning and execution.

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

At ~~March 31,~~June 30, 2010, equity ownership of BlackRock was as follows:


	Voting Common Stock		Capital Stock⁽¹⁾		Voting Common Stock		Capital Stock⁽¹⁾
Bank of America Corporation/Merrill Lynch & Co. Inc.	3.7	%	33.8	%	3.6	%	33.8	%
The PNC Financial Services Group, Inc. (“PNC”)	34.4	%	24.2	%	34.3	%	24.2	%
Barclays	4.7	%	19.6	%	4.7	%	19.6	%
Other	57.2	%	22.4	%	57.4	%	22.4	%

	100.0	%	100.0	%	100.0	%	100.0	%

⁽¹⁾	Includes outstanding common and preferred stock only.

~~- 48 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 2.

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

Overview (continued)

~~BlackRock, Inc.~~

Financial Highlights

(Dollar amounts in millions, except per share data)

(unaudited)

The following ~~table~~tables summarizes BlackRock’s operating performance for each of the three months ended June 30, 2010, March 31, 2010 ~~December 31,~~and June 30, 2009 and ~~March 31,~~the six months ended June 30, 2010 and 2009.


	Three Months Ended									Variance vs. Three Months Ended										Three Months Ended						Variance vs. Three Months Ended
	March 31,						December 31,			March 31, 2009					December 31, 2009					June 30,				March 31,		June 30, 2009				March 31, 2010
	2010			2009			2009			Amount			% Change		Amount			% Change		2010		2009		2010		Amount		% Change		Amount		% Change
GAAP basis:
Total revenue	$	1,995		$	987		$	1,544		$	1,008		102	%	$	451		29	%	$2,032		$1,029		$1,995		$1,003		97	%	$37		2	%
Total expenses	$	1,341		$	716		$	1,155		$	625		87	%	$	186		16	%	$1,335		$768		$1,341		$567		74	%	($6	)	—	%
Operating income	$	654		$	271		$	389		$	383		141	%	$	265		68	%	$697		$261		$654		$436		167	%	$43		7	%
Operating margin		32.8	%		27.5	%		25.2	%		5.3	%	19	%		7.6	%	30	%	34.3	%	25.4	%	32.8	%	8.9	%	35	%	1.5	%	5	%
Non-operating income (expense), less net income (loss) attributable to non-controlling interests¹	$	(3	)	$	(157	)	$	17		$	154		98	%	$	(20	)	NM
Non-operating income (expense), less net income (loss) attributable to non-controlling interests																				($32	)	$51		($3	)	($83	)	NM		($29	)	NM
Net income attributable to BlackRock, Inc.	$	423		$	84		$	256		$	339		404	%	$	167		65	%	$432		$218		$423		$214		98	%	$9		2	%
Diluted earnings per common share^(e)	$	2.17		$	0.62		$	1.62		$	1.55		250	%	$	0.55		34	%
Diluted earnings per common share⁽^e⁾																				$2.21		$1.59		$2.17		$0.62		39	%	$0.04		2	%
As adjusted:
Operating income^(a)	$	727		$	307		$	561		$	420		137	%	$	166		30	%	$741		$302		$727		$439		145	%	$14		2	%
Operating margin^(a)		38.9	%		37.2	%		39.7	%		1.7	%	5	%		(0.8	)%	(2	)%	38.8	%	34.4	%	38.9	%	4.4	%	13	%	(0.1	%)	—	%
Non-operating income (expense), less net income (loss) attributable to non-controlling interests^1,^(b)	$	(6	)	$	(153	)	$	13		$	147		96	%	$	(19	)	NM
Net income attributable to BlackRock, Inc.^(c),(d)	$	469		$	110		$	379		$	359		326	%	$	90		24	%
Diluted earnings per common share^(c),d),(e)	$	2.40		$	0.81		$	2.39		$	1.59		196	%	$	0.01		—	%
Non-operating income (expense), less net income (loss) attributable to non-controlling interests^(b)																				($28	)	$42		($6	)	($70	)	NM		($22	)	(367	%)
Net income attributable to BlackRock, Inc.⁽^c⁾^{, (d)}																				$463		$239		$469		$224		94	%	($6	)	(1	%)
Diluted earnings per common share^{(c), (d}⁾^{, (e)}																				$2.37		$1.75		$2.40		$0.62		35	%	($0.03	)	(1	%)
Other:
Diluted weighted-average common shares outstanding^(e)		192,152,251			131,797,189			155,040,242			60,355,062		46	%		37,112,009		24	%
Diluted weighted-average common shares outstanding⁽^e⁾																				192,569,539		133,364,611		192,152,251		59,204,928		44	%	417,288		—	%
Assets under management	$	3,363,898		$	1,283,355		$	3,346,256		$	2,080,543		162	%	$	17,642		1	%	$3,150,585		$1,373,160		$3,363,898		$1,777,425		129	%	($213,313	)	(6	%)

NM –- Not Meaningful

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

~~- 49 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 2.

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

Overview (continued)

~~BlackRock, Inc.~~Financial Highlights (continued)

(Dollar amounts in millions, except per share data)

(unaudited)


	Six Months Ended June 30,				Variance vs. Six Months Ended June 30, 2009
	2010		2009		Amount		% Change
GAAP basis:
Total revenue	$4,027		$2,016		$2,011		100	%
Total expenses	$2,676		$1,484		$1,192		80	%
Operating income	$1,351		$532		$819		154	%
Operating margin	33.5	%	26.4	%	7.1	%	27	%
Non-operating income (expense), less net income (loss) attributable to non-controlling interests	($35	)	($106	)	$71		67	%
Net income attributable to BlackRock, Inc.	$855		$302		$553		183	%
Diluted earnings per common share⁽^e⁾	$4.38		$2.22		$2.16		97	%
As adjusted:
Operating income^(a)	$1,468		$609		$859		141	%
Operating margin^(a)	38.9	%	35.8	%	3.1	%	9	%
Non-operating income (expense), less net income (loss) attributable to non-controlling interests^(b)	($34	)	($111	)	$77		69	%
Net income attributable to BlackRock, Inc.⁽^c⁾^{, (d)}	$932		$349		$583		167	%
Diluted earnings per common share^{(c), (d}⁾^{, (e)}	$4.78		$2.56		$2.22		87	%
Other:
Diluted weighted-average common shares outstanding⁽^e⁾	192,213,593		132,668,695		59,544,898		45	%
Assets under management	$3,150,585		$1,373,160		$1,777,425		129	%

PART I – FINANCIAL INFORMATION (continued)

Item 2.

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

Overview (continued)

Financial Highlights

(continued)

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

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

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

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


										Three Months Ended						Six Months Ended June 30,
										June 30,				March 31,		Six Months Ended June 30,
(Dollar amounts in millions)	Three Months Ended									2010		2009		2010		2010		2009
	March 31,						December 31,
	2010			2009			2009
Operating income, GAAP basis	$	654		$	271		$	389		$697		$261		$654		$1,351		$532
Non-GAAP adjustments:
BGI transaction/integration costs
Employee compensation and benefits		18			—			60		4		—		18		22		—
General and administration		34			—			92		28		15		34		62		15

Total BGI transaction/integration costs		52			—			152		32		15		52		84		15
PNC LTIP funding obligation		15			15			14		14		15		15		29		30
Merrill Lynch compensation contribution		3			3			2		2		2		3		5		5
Restructuring charges		—			22			—		—		—		—		—		22
Compensation expense related to appreciation (depreciation) on deferred compensation plans		3			(4	)		4		(4	)	9		3		(1	)	5

Operating income, as adjusted		727			307			561		741		302		727		1,468		609
Closed-end fund launch costs		—			2			—		—		—		—		—		2
Closed-end fund launch commissions		—			1			—		—		—		—		—		1

Operating income used for operating margin measurement	$	727		$	310		$	561		$741		$302		$727		$1,468		$612


Revenue, GAAP basis	$	1,995		$	987		$	1,544		$2,032		$1,029		$1,995		$4,027		$2,016
Non-GAAP adjustments:
Distribution and servicing costs		(100	)		(127	)		(106	)	(97	)	(125	)	(100	)	(197	)	(252	)
Amortization of deferred mutual fund sales commissions		(26	)		(27	)		(24	)
Amortization of deferred sales commissions										(27	)	(26	)	(26	)	(53	)	(53	)

Revenue used for operating margin measurement	$	1,869		$	833		$	1,414		$1,908		$878		$1,869		$3,777		$1,711

Operating margin, GAAP basis		32.8	%		27.5	%		25.2	%	34.3	%	25.4	%	32.8	%	33.5	%	26.4	%

Operating margin, as adjusted		38.9	%		37.2	%		39.7	%	38.8	%	34.4	%	38.9	%	38.9	%	35.8	%

~~- 50 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 2.

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

Overview (continued)

~~BlackRock, Inc.~~

Financial Highlights

(continued)

(a) (continued)

Management believes that operating income, as adjusted, and operating margin, as adjusted, are effective indicators of BlackRock’s financial performance over time. As such, management believes that operating income, as adjusted, and operating margin, as adjusted, provide useful disclosure to investors.

Operating income, as adjusted:

BGI transaction and integration costs recorded in 2010 and 2009 consist principally of advisory payments, compensation expense, legal fees, marketing and promotional, occupancy and consulting expenses incurred in conjunction with the BGI Transaction. Restructuring charges recorded in 2009 consist of compensation costs, occupancy costs and professional fees. BGI transaction/integration costs recorded in 2010 and 2009 consist principally of certain advisory payments, compensation expense, legal fees, marketing and consulting expenses incurred in conjunction with the BGI transaction. The expenses associated with restructuring and BGI transaction and integration costs have been deemed non-recurring by management and have been excluded from operating income, as adjusted, to help enhance the comparability of this information to prior periods. As such, management believes that operating margins exclusive of these costs are useful measures in evaluating BlackRock’s operating performance for the respective periods.

The portion of compensation expense associated with certain long-term incentive plans (“LTIP”) that will be funded through the distribution to participants of shares of BlackRock stock held by PNC and a Merrill Lynch & Co., Inc. (“Merrill Lynch”) cash compensation contribution, a portion of which has been received, ~~have~~has been excluded because these charges ultimately do not impact BlackRock’s book value.

Compensation expense associated with appreciation (depreciation) on ~~assets~~investments related to certain BlackRock deferred compensation plans has been excluded as returns on investments set aside for these plans, which substantially offset this expense, are reported in non-operating ~~income.~~income (expense).

Operating margin, as adjusted:

Operating income used for measuring operating margin, as adjusted, is equal to operating income, as adjusted, excluding the impact of closed-end fund launch costs and commissions. Management believes that excluding such costs and commissions is useful because these costs can fluctuate considerably and revenues associated with the expenditure of these costs will not fully impact the Company’s results until future periods.

Operating margin, as adjusted, allows the Company to compare performance from period-to-period by adjusting for items that may not recur, recur infrequently or may fluctuate based on market movements, such as restructuring charges, ~~transaction/~~transaction and integration costs, closed-end fund launch costs, commissions and fluctuations in compensation expense based on mark-to-market movements in investments held to fund certain compensation plans. The Company also uses operating margin, as adjusted, to monitor corporate performance and efficiency and as a benchmark to compare its performance to other companies. Management uses both the GAAP and non-GAAP financial measures in evaluating the financial performance ~~for~~of BlackRock. The non-GAAP measure by itself may pose limitations because it does not include all of the Company’s revenues and expenses.

Revenue used for operating margin, as adjusted, excludes distribution and servicing costs paid to related parties and other third parties. Management believes that excluding such costs is useful to BlackRock because it creates consistency in the treatment for certain contracts for similar services, which due to the terms of the contracts, are accounted for under GAAP on a net basis within investment advisory, administration fees and securities lending revenue. Amortization of deferred ~~mutual fund~~ sales commissions is excluded from revenue used for operating margin measurement, as adjusted, because such costs, over time, offset distribution fee revenue earned by the Company. For each of these items, BlackRock excludes from revenue used for operating margin, as adjusted, the costs related to each of these items as a proxy for such offsetting revenues.

~~- 51 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 2.

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

Overview (continued)

~~BlackRock, Inc.~~

Financial Highlights

(continued)

(b) Non-operating income (expense), less net income (loss) attributable to non-controlling interests, as adjusted:

Non-operating income (expense), less net income (loss) attributable to non-controlling interests (“NCI”), as adjusted, equals non-operating income (expense), GAAP basis, less net income (loss) attributable to NCI, GAAP basis, adjusted for compensation expense associated with depreciation (appreciation) on ~~assets~~investments related to certain BlackRock deferred compensation plans. The compensation expense offset is recorded in operating income. This compensation expense has been included in non-operating income (expense), less net income (loss) attributable to NCI, as adjusted, to offset returns on investments set aside for these plans, which are reported in non-operating income (expense), GAAP basis.


										Three Months Ended								Six Months Ended June 30,
										June 30,					March 31,			Six Months Ended June 30,
(Dollar amounts in millions)	Three Months Ended									2010		2009			2010			2010		2009
	March 31,						December 31,
	2010			2009			2009
Non-operating income (expense), GAAP basis	$	2		$	(179	)	$	18		($75	)	$	77		$	2		($73	)	($102	)
Less: Net income (loss) attributable to NCI, GAAP basis		5			(22	)		1
Less: Net income (loss) attributable to NCI										(43	)		26			5		(38	)	4

Non-operating income (expense)⁽¹⁾		(3	)		(157	)		17		(32	)		51			(3	)	(35	)	(106	)
Compensation expense related to (appreciation) depreciation on deferred compensation plans		(3	)		4			(4	)	4			(9	)		(3	)	1		(5	)

Non-operating income (expense), less net income (loss) attributable to NCI, as adjusted⁽¹⁾	$	(6	)	$	(153	)	$	13		($28	)	$	42			($6	)	($34	)	($111	)

⁽¹⁾⁽¹⁾

~~Includes~~Net of net income (loss) attributable to ~~NCI (redeemable and non-redeemable) related to investment activities.~~non-controlling interests.

Management believes that non-operating income (expense), less net income (loss) attributable to NCI, as adjusted, provides for comparability of this information to prior periods and is an effective measure for reviewing BlackRock’s non-operating contribution to its results. As compensation expense associated with (appreciation) depreciation ~~(appreciation)~~ on ~~assets~~investments related to certain deferred compensation plans, which is included in operating income, offsets the gain/(loss) on the investments set aside for these plans, management believes that non-operating income (expense), less net income (loss) attributable to NCI, as adjusted, provides a useful measure, for both management and investors, of BlackRock’s non-operating results that impact book value.

~~- 52 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 2.

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

Overview (continued)

~~BlackRock, Inc.~~

Financial Highlights

(continued)

Management believes that net income attributable to BlackRock, Inc., as adjusted, and diluted earnings per common share, as adjusted, are useful measures of BlackRock’s profitability and financial performance. Net income attributable to BlackRock, Inc., as adjusted, equals net income attributable to BlackRock, Inc., GAAP basis, adjusted for significant non-recurring items as well as charges that ultimately will not impact BlackRock’s book value.


(Dollar amounts in millions)	Three Months Ended
	March 31,				December 31,
	2010		2009		2009
							Three Months Ended			Six Months Ended June 30,
							June 30,		March 31,	Six Months Ended June 30,
(Dollar amounts in millions, except per share data)							2010	2009	2010	2010	2009
Net income attributable to BlackRock, Inc., GAAP basis	$	423	$	84	$	256	$432	$218	$423	$855	$302
Non-GAAP adjustments, net of tax:^(d)
BGI transaction/integration costs		34		—		108	21	10	34	55	10
PNC LTIP funding obligation		10		10		12	9	10	10	19	20
Merrill Lynch compensation contribution		2		2		3	1	1	2	3	3
Restructuring charges		—		14		—	—	—	—	—	14

Net income attributable to BlackRock, Inc., as adjusted	$	469	$	110	$	379	$463	$239	$469	$932	$349


Allocation of net income attributable to BlackRock, Inc., as adjusted:^(f)
Common shares^(e)	$	462	$	107	$	371
Allocation of net income attributable to BlackRock, Inc., as adjusted:⁽^f⁾
Common shares⁽^e⁾							$456	$233	$462	$918	$339
Participating RSUs		7		3		8	7	6	7	14	10

Net income attributable to BlackRock, Inc., as adjusted	$	469	$	110	$	379	$463	$239	$469	$932	$349

Diluted weighted-average common shares outstanding⁽^e⁾							192,569,539	133,364,611	192,152,251	192,213,593	132,668,695

Diluted weighted average common shares outstanding^(e)		192,152,251		131,797,189		155,040,242
Diluted earnings per common share, GAAP basis ⁽^e⁾							$2.21	$1.59	$2.17	$4.38	$2.22

Diluted earnings per common share, GAAP basis^(e)	$	2.17	$	0.62	$	1.62
Diluted earnings per common share, as adjusted^(e⁾							$2.37	$1.75	$2.40	$4.78	$2.56

Diluted earnings per common share, as adjusted^(e)	$	2.40	$	0.81	$	2.39

The restructuring charges and BGI transaction and integration costs reflected in GAAP net income attributable to BlackRock, Inc. have been deemed non-recurring by management and have been excluded from net income attributable to BlackRock, Inc., as adjusted, to help enhance the comparability of this information to prior reporting periods.

The portion of the compensation expense associated with certain LTIP awards that will be funded through the distribution to participants of shares of BlackRock stock held by PNC and the Merrill Lynch cash compensation contribution, a portion of which has been received, has been excluded from net income attributable to BlackRock, Inc., as adjusted, because these charges ultimately do not impact BlackRock’s book value.

~~- 53 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 2.

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

Overview (continued)

~~BlackRock, Inc.~~

Financial Highlights

(continued)

(d) For each of the quarters ended June 30, 2010, June 30, 2009 and March 31, 2010, ~~March 31, 2009~~non-GAAP adjustments were tax effected at 35%, which reflects the blended rate applicable to the adjustments. For each of the six months ended June 30, 2010 and ~~December 31,~~ 2009, non-GAAP adjustments were tax effected at 35%, 35% and 26.8%, respectively, which reflect the blended rate applicable to the adjustments. BlackRock’s tax rate in fourth quarter 2009 includes the impact of changes in the fourth quarter to the respective full year blended rate applicable to the adjustments..

(e) Series A, B, C and D non-voting participating preferred stock are considered to be common stock equivalents for purposes of determining basic and diluted earnings per share calculations. Certain unvested restricted stock units (“RSUs”) are not included in this number as they are deemed participating securities in accordance with Accounting Standards Codification (“ASC”) 260-10,Earnings per Share(“ASC 260-10”).

(f) Allocation of net income attributable to BlackRock, Inc., as adjusted, to common shares and participating RSUs is calculated pursuant to the two-class method as defined in ASC 260-10.

~~- 54 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 2.

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

Overview (continued)

BlackRock has portfolio managers located around the world, including the United States, the United Kingdom, the Netherlands, Japan, Hong Kong, Australia and Germany. The Company provides a wide array of taxable and tax-exempt fixed income, equity and multi-asset class investment funds, including exchange traded funds and mutual funds, and separate accounts, as well as a wide assortment of index-based equity and alternative investment products for a diverse global clientele. BlackRock provides global advisory services for investment funds and other non-U.S. retail products. The Company’s non-U.S. investment funds are based in a number of domiciles and cover a range of asset classes, including cash management, fixed income and equities.

iShares^® is the global product leader in exchange traded funds for institutional, retail and high net worth investors with over 430 funds globally across equities, fixed income and commodities, which trade like common stocks on 16 exchanges worldwide. The BlackRock Global Funds, the Company’s primary retail fund group offered outside the United States, are authorized for distribution in more than 35 jurisdictions worldwide. In the United States, the primary retail offerings include various open-end and closed-end funds, including ~~exchange traded funds.~~iShares. Additional fund offerings include structured products, real estate funds, hedge funds, hedge funds of funds, private equity funds and funds of funds, managed futures funds and exchange funds. These products are sold to both U.S. and non-U.S. high net worth, retail and institutional investors in a wide variety of active and passive strategies covering both equity and fixed income assets.

BlackRock’s client base consists of financial institutions and other corporate clients, pension plans, charities, official institutions, such as central banks, sovereign wealth funds, ~~supranationals~~supranational authorities and other government ~~entities;~~entities, high net worth individuals and retail investors around the world. BlackRock maintains a significant sales and marketing presence both inside and outside the United States that is focused on establishing and maintaining retail and institutional investment management relationships by marketing its services to retail and institutional investors directly and through financial professionals, pension consultants and establishing third-party distribution relationships. BlackRock also distributes its products and services through Merrill Lynch under a global distribution agreement, which following Bank of America Corporation’s (“Bank of America”) acquisition of Merrill Lynch, runs through January 2014. After such term, the agreement will renew for one automatic three-year extension if certain conditions are met.

BlackRock derives a substantial portion of its revenue from investment advisory and administration fees, which are recognized as the services are performed. Such fees are primarily based on pre-determined percentages of the market value of AUM, percentages of committed capital during investment periods of certain alternative products, or, in the case of certain real estate equity clients, net operating income generated by the underlying properties, and are affected by changes in AUM, including market appreciation or depreciation, foreign exchange gains or losses and net subscriptions or redemptions. Net subscriptions or redemptions represent the sum of new client assets, additional fundings from existing clients (including dividend reinvestment), withdrawals of assets from, and termination of, client accounts, purchases and redemptions of investment fund shares and distributions to investors representing return of capital and return on investments to investors. Market appreciation or depreciation includes current income earned on, and changes in the fair value of, securities held in client accounts.

BlackRock also earns revenue by lending securities on behalf of clients, primarily to brokerage institutions. Such revenues are accounted for on an accrual basis. The securities loaned are secured by collateral in the form of cash and securities, ranging from approximately 102% to 108% of the value of the loaned securities. The ~~net income~~revenue earned ~~on the collateral~~ is shared between BlackRock and the funds or other third-party accounts managed by the Company from which the securities are borrowed.

Investment advisory agreements for certain separate accounts and BlackRock’s alternative investment products provide for performance fees, based upon relative and/or absolute investment performance, in addition to base fees based on AUM. Investment advisory performance fees generally are earned after a given period of time and when investment performance exceeds a contractual threshold. As such, the timing of recognition of performance fees may increase the volatility of BlackRock’s revenue and earnings. Historically, the magnitude of performance fees in the fourth quarter generally exceeds the first three calendar quarters in a year due to the higher number of products with performance measurement periods that end on December 31.

~~- 55 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 2.

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

Overview (continued)

BlackRock provides a variety of risk management, investment analytic and investment system and advisory services to financial institutions, pension funds, asset managers, foundations, consultants, mutual fund sponsors, real estate investment trusts and government agencies. These services are provided under the brand nameBlackRock Solutions and include a wide array of risk management services, valuation services related to illiquid securities, disposition and workout assignments (including long-term portfolio liquidation assignments), strategic planning and execution, and enterprise investment system outsourcing to clients. Fees earned forBlackRock Solutionsand advisory services are determined using some, or all, of the following methods: (i) fixed fees, (ii) percentages of various attributes of advisory assets under management and (iii) performance fees if contractual thresholds are met.

The Company also earns fees for transition management services comprised of referral fees or agency commissions from acting as an introducing broker-dealer in buying and selling securities on behalf of its customers. Commissions and clearing expenses related to transition management services are recorded on a trade-date basis as securities transactions occur.

Operating expenses reflect employee compensation and benefits, distribution and servicing costs, amortization of deferred ~~mutual fund~~ sales commissions, direct fund expenses, general and administration expenses and amortization of finite-lived intangible assets.

Employee compensation and benefits expense reflects salaries, commissions, severance, deferred and incentive compensation, employer payroll taxes and related benefit costs.

Distribution and servicing costs include payments made to Merrill Lynch-affiliated entities under a global distribution agreement and to PNC-affiliated entities, as well as other third parties, primarily associated with obtaining and retaining client investments in certain BlackRock products.

Direct fund expenses primarily consist ~~primarily~~ of third party non-advisory expenses incurred by BlackRock related to certain funds for the use of index trademarks, reference data for indices, custodial services, fund administration, fund accounting, transfer agent services, shareholder reporting services, legal expenses, audit and tax services as well as other fund related expenses directly attributable to the non-advisory operations of the fund. These expenses may vary over time with fluctuations in AUM, number of shareholder accounts, or other attributes directly related to volume of business.

BlackRock primarily holds investments ~~primarily~~ in sponsored investment products that invest in a variety of asset classes, including private equity, distressed credit/mortgage debt securities, hedge funds and real estate. Investments generally are made for co-investment purposes, to establish a performance track record, to hedge exposure to certain deferred compensation plans, or for regulatory ~~purposes.~~purposes, including Federal Reserve Bank stock. Non-operating income (expense) and other comprehensive income for available-for-sale investments includes the impact of changes in the valuations or pick up of equity method earnings of these investments, as well as interest and dividend income and interest expense.

In addition, non-operating income (expense) includes the impact of changes in the valuations of consolidated sponsored investment funds and collateralized loan obligations. The portion of non-operating income (expense) not attributable to BlackRock is allocated to non-controlling ~~interests.~~

~~- 56 -~~interests or appropriated retained earnings.

PART I—I – FINANCIAL INFORMATION (continued)

Item 2.

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

Assets Under Management

AUM for reporting purposes generally is ~~generally~~ based upon how investment advisory and administration fees are calculated for each portfolio. Net asset values, total assets, committed assets or other measures may be used to determine portfolio AUM.

~~BlackRock, Inc.~~

Assets Under Management¹⁽¹⁾

By Asset Class


							Variance vs.							Variance vs.
(Dollar amounts in millions)	March 31, 2010		December 31, 2009		March 31, 2009		December 31, 2009		March 31, 2009		June 30, 2010	March 31, 2010	June 30, 2009	March 31, 2010		June 30, 2009
Equity
Index	$	1,229,253	$	1,183,005	$	50,065	4	%	NM		$1,091,964	$1,229,253	$68,656	(11	%)	NM
Active		353,269		353,050		141,447	—	%	150	%	290,848	353,269	174,239	(18	%)	67	%
Fixed income
Index		470,589		459,744		3,075	2	%	NM		488,265	470,589	4,241	4	%	NM
Active		588,594		595,883		469,581	(1	)%	25	%	592,221	588,594	502,929	1	%	18	%
Multi-asset class		154,750		142,029		73,972	9	%	109	%	148,160	154,750	86,804	(4	%)	71	%
Alternative		101,886		102,101		53,592	—	%	90	%	101,536	101,886	53,979	—	%	88	%

Long-term		2,898,341		2,835,812		791,732	2	%	266	%	2,712,994	2,898,341	890,848	(6	%)	205	%
Cash management		306,536		349,277		322,478	(12	)%	(5	)%	279,227	306,536	316,694	(9	%)	(12	%)

Sub-total		3,204,877		3,185,089		1,114,210	1	%	188	%	2,992,221	3,204,877	1,207,542	(7	%)	148	%
Advisory²		159,021		161,167		169,145	(1	)%	(6	)%
Advisory⁽²⁾											158,364	159,021	165,618	—	%	(4	%)

Total	$	3,363,898	$	3,346,256	$	1,283,355	1	%	162	%	$3,150,585	$3,363,898	$1,373,160	(6	%)	129	%

~~NM—~~NM - Not Meaningful

⁽¹⁾	Data reflects the reclassification of prior period AUM into the current period presentation.

⁽²⁾	Advisory AUM represents long-term portfolio liquidation assignments.

~~- 57 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 2.

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

Assets Under Management (continued)

~~BlackRock, Inc.~~

Mix of Assets Under Management

By Asset Class¹⁽¹⁾


	March 31, 2010		December 31, 2009		March 31, 2009		June 30, 2010		March 31, 2010		June 30, 2009
Equity
Index	37	%	35	%	4	%	35	%	37	%	5	%
Active	10	%	11	%	11	%	9	%	10	%	13	%
Fixed income
Index	14	%	14	%	—	%	15	%	14	%	—	%
Active	17	%	18	%	37	%	19	%	17	%	37	%
Multi-asset class	5	%	4	%	6	%	5	%	5	%	6	%
Alternative	3	%	3	%	4	%	3	%	3	%	4	%

Long-term	86	%	85	%	62	%	86	%	86	%	65	%
Cash management	9	%	10	%	25	%	9	%	9	%	23	%

Sub-total	95	%	95	%	87	%	95	%	95	%	88	%
Advisory²	5	%	5	%	13	%
Advisory⁽²⁾							5	%	5	%	12	%

Total	100	%	100	%	100	%	100	%	100	%	100	%

⁽¹⁾	Data reflects the reclassification of prior period AUM into the current period presentation.

⁽²⁾	Advisory AUM represents long-term portfolio liquidation assignments.

~~- 58 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 2.

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

Assets Under Management (continued)

The following table presents the component changes in BlackRock’s AUM¹⁽¹⁾ for the three months ended ~~March 31,~~June 30, 2010.


(Dollar amounts in millions)	December 31,		Net subscriptions			Market appreciation			Foreign			March 31,		March 31, 2010	Net subscriptions (redemptions)⁽²⁾		Acquisition⁽³⁾		Market appreciation (depreciation)		Foreign exchange⁽⁴⁾		June 30, 2010
	2009		(redemptions)²			(depreciation)			exchange³			2010
Equity
Index	$	1,183,005	$	4,560		$	51,662		$	(9,974	)	$	1,229,253	$1,229,253	$12,072		($3,862	)	($137,441	)	($8,058	)	$1,091,964
Active		353,050		(7,929	)		11,833			(3,685	)		353,269	353,269	(24,983	)	—		(34,121	)	(3,317	)	290,848
Fixed income
Index		459,744		13,608			7,412			(10,175	)		470,589	470,589	8,523		—		10,708		(1,555	)	488,265
Active		595,883		(14,350	)		11,305			(4,244	)		588,594	588,594	(5,918	)	—		13,076		(3,531	)	592,221
Multi-asset class		142,029		10,559			4,346			(2,184	)		154,750	154,750	4,227		—		(8,391	)	(2,426	)	148,160
Alternative		102,101		2,465			(1,686	)		(994	)		101,886	101,886	229		—		(493	)	(86	)	101,536

Long-term		2,835,812		8,913			84,872			(31,256	)		2,898,341	2,898,341	(5,850	)	(3,862	)	(156,662	)	(18,973	)	2,712,994
Cash management		349,277		(39,599	)		77			(3,219	)		306,536	306,536	(24,917	)	—		(80	)	(2,312	)	279,227

Sub-total		3,185,089		(30,686	)		84,949			(34,475	)		3,204,877	3,204,877	(30,767	)	(3,862	)	(156,742	)	(21,285	)	2,992,221
Advisory⁴		161,167		(2,864	)		(177	)		895			159,021
Advisory⁽⁵⁾														159,021	353		—		237		(1,247	)	158,364

Total	$	3,346,256	$	(33,550	)	$	84,772		$	(33,580	)	$	3,363,898	$3,363,898	($30,414	)	($3,862	)	($156,505	)	($22,532	)	$3,150,585

⁽¹⁾	Data reflects the reclassification of prior period AUM into the current period presentation.

⁽²⁾	Includes distributions representing return of capital and return on investment to investors.

⁽³⁾	AUM acquisition adjustments (acquired from Barclays in December 2009) to conform to current period combined AUM policy.

⁽⁴⁾	Foreign exchange reflects the impact of converting non-U.S. dollar denominated AUM into U.S. dollars for reporting purposes.

⁴⁽⁵⁾	Advisory AUM represents long-term portfolio liquidation assignments.

AUM ~~increased~~decreased approximately ~~$18~~$213 billion, or 1%6%, to $3.151 trillion at June 30, 2010, compared to $3.364 trillion at March 31, ~~2010, compared to $3.346 trillion at December 31, 2009.~~2010. The ~~growth~~decline in AUM primarily was ~~primarily~~ attributable to ~~$85~~$157 billion in net market ~~appreciation and $9 billion in net subscriptions in long-term mandates, partially offset by $34 billion in net foreign exchange movements, $40~~depreciation, $25 billion of net outflows in cash management products, $23 billion decrease in foreign exchange movements, and $3$5 billion ~~of distributions~~ in net redemptions in long-term mandates and advisory assignments. Net market ~~appreciation~~depreciation of ~~$85~~$157 billion included ~~$63~~$172 billion of net ~~appreciation~~depreciation in equity products due to ~~an increase~~a decrease in global equity markets, ~~$19~~$8 billion of depreciation in multi-asset class products, partially offset by $24 billion in net market appreciation in fixed income ~~products due to current income and changes in interest rate spreads and $4 billion in multi-asset class~~ products. The ~~$34~~$23 billion net decrease in AUM from foreign exchange movements was due to the strengthening of the U.S. dollar ~~primarily~~ against the Euro and Pound Sterling, which resulted in a decrease in AUM from converting non-U.S. dollar denominated AUM into U.S. dollars.

Net Subscriptions/(Redemptions)

~~- 59 -~~Net redemptions of $30 billion for the three months ended June 30, 2010 included redemptions of $47 billion from institutional clients, partially offset by net subscriptions of $13 billion from iShares clients and $4 billion from retail and high net worth clients. The $30 billion of net redemptions included approximately $34 billion of merger-related net outflows related to concentration-related merger outflows and active quantitative products.

Long-term Net Subscriptions/(Redemptions)

Net redemptions in long-term mandates of $6 billion were primarily the result of $25 billion of net redemptions in active equity products, primarily related to active quantitative products and net redemptions of $6 billion in active fixed income primarily related to U.S targeted duration products. The $25 billion of net redemptions were partially offset by net subscriptions of $12 billion in equity index products, which were primarily related to global and regional/country index strategies, $9 billion of net subscriptions in fixed income index iShares, which were primarily related to U.S. strategies and $4 billion in net subscriptions of multi-asset class products, including global asset allocation and target date solutions, such as theLifePath^® portfolios.

Cash Management and Advisory Net Subscriptions/(Redemptions/Distributions)

Cash management outflows of $25 billion were consistent with industry trends for cash management products. Outflows spanned all regions, including $17 billion from clients in the Americas and $8 billion from investors in EMEA. The Company experienced net redemptions from investors in all client categories, including $22 billion from institutional clients and $3 billion from retail and high net worth investors.

PART I—I – FINANCIAL INFORMATION (continued)

Item 2.

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

Assets Under Management (continued)

~~Net Subscriptions/(Redemptions)~~

Net redemptions of $34 billion for the three months ended March 31, 2010 included distributions of $40 billion from institutional clients, partially offset by net subscriptions of $2 billion from retail and high net worth clients and $4 billion from iShares^® ~~clients.~~

Net subscriptions in long-term mandates of $9 billion were primarily the result of $11 billion net subscriptions in multi-asset class products related to $8 billion in asset allocation products and $3 billion in target date/risk and other products, $14 billion in index fixed income products concentrated in U.S. target duration and U.S. sector-specialty strategies, $5 billion in index equity products and $2 billion in alternative products, which were offset by $14 billion net redemptions in active fixed income products primarily related to U.S. targeted duration and global fixed income products and $8 billion in net redemptions in active equity products concentrated in U.S. equity and regional/country quantitative funds. Net outflows included $40 billion in cash management products as a result of asset reallocation by both institutional and retail/high net worth investors due to exceptionally low level yields. Cash management net outflows included $34 billion and $6 billion from U.S. institutional and retail/high net worth clients, respectively. Advisory AUM outflows included $3 billion of net distributions from long-term liquidation portfolios.

The following table presents the component changes in BlackRock’s AUM¹⁽¹⁾ for the ~~twelve~~six months ended ~~March 31,~~June 30, 2010.

March 31,    Net
subscriptions    Market
appreciation Foreign March 31,
(Dollar amounts in millions) 2009    (redemptions)² Acquisitions³    (depreciation) exchange⁴ 2010
Equity

Index
$ 50,065    $ 32,632    $ 1,055,456    $ 105,007    $ (13,907 ) $ 1,229,253
Active
141,447    1,548    132,205    76,986    1,083    353,269
Fixed income

Index
3,075    20,318    467,768    (3,744 ) (16,828 ) 470,589
Active
469,581    17,202    49,491    51,131    1,189    588,594
Multi-asset class
73,972    21,436    36,408    23,011    (77 ) 154,750
Alternative
53,592    542    49,395    (1,209 ) (434 ) 101,886

Long-term
791,732    93,678    1,790,723    251,182    (28,974 ) 2,898,341
Cash management
322,478    (73,070 ) 59,530    65    (2,467 ) 306,536

Sub-total
1,114,210    20,608    1,850,253    251,247    (31,441 ) 3,204,877
Advisory⁵
169,145    (15,742 ) —      103    5,515    159,021

Total
$ 1,283,355    $ 4,866    $ 1,850,253    $ 251,350    $ (25,926 ) $ 3,363,898


(Dollar amounts in millions)	December 31, 2009	Net subscriptions (redemptions)⁽²⁾		Acquisition⁽³⁾		Market appreciation (depreciation)		Foreign exchange⁽⁴⁾		June 30, 2010
Equity
Index	$1,183,005	$16,633		($3,862	)	($85,780	)	($18,032	)	$1,091,964
Active	353,050	(32,912	)	—		(22,288	)	(7,002	)	290,848
Fixed income
Index	459,744	22,130		—		18,121		(11,730	)	488,265
Active	595,883	(20,267	)	—		24,381		(7,776	)	592,221
Multi-asset class	142,029	14,786		—		(4,045	)	(4,610	)	148,160
Alternative	102,101	2,694		—		(2,179	)	(1,080	)	101,536

Long-term	2,835,812	3,064		(3,862	)	(71,790	)	(50,230	)	2,712,994
Cash management	349,277	(64,516	)	—		(3	)	(5,531	)	279,227

Sub-total	3,185,089	(61,452	)	(3,862	)	(71,793	)	(55,761	)	2,992,221
Advisory⁽⁵⁾	161,167	(2,511	)	—		59		(351	)	158,364

Total	$3,346,256	($63,963	)	($3,862	)	($71,734	)	($56,112	)	$3,150,585

⁽¹⁾	Data reflects the reclassification of prior period AUM into the current period presentation.

²⁽²⁾	Includes distributions representing return of capital and return on investment to investors.

⁽³⁾	~~Includes~~ AUM ~~acquired~~acquisition adjustments (acquired from Barclays in December ~~2009 and R3 Capital Management, LLC in April 2009 and acquisition adjustments~~2009) to conform to current period combined AUM policy.

⁴⁽⁴⁾	Foreign exchange reflects the impact of converting non-U.S. dollar denominated AUM into U.S. dollars for reporting purposes.

⁵⁽⁵⁾	Advisory AUM represents long-term portfolio liquidation assignments.

AUM decreased approximately $196 billion, or 6%, to $3.151 trillion at June 30, 2010, compared to $3.346 trillion at December 31, 2009. The decline in AUM primarily was attributable to $72 billion in net market depreciation, $65 billion of net outflows in cash management products, $56 billion decrease in foreign exchange movements, and $3 billion of net distributions in advisory long-term portfolio liquidation assignments, partially offset by $3 billion in net subscriptions in long-term mandates. Net market depreciation of $72 billion included $108 billion of net depreciation in equity products due to a decrease in global equity markets, $4 billion depreciation in multi-asset class products and $2 billion in alternative products, partially offset by $43 billion in net appreciation in fixed income products. The $56 billion net decrease in AUM from foreign exchange movements was due to the strengthening of the U.S. dollar against the Euro and Pound Sterling, which resulted in a decrease in AUM from converting non-U.S. dollar denominated AUM into U.S. dollars.

~~- 60 -~~Net Subscriptions/(Redemptions)

Net redemptions of $64 billion for the six months ended June 30, 2010 included redemptions of $87 billion from institutional clients, offset by net subscriptions of $17 billion from iShares clients and $6 billion from retail and high net worth clients. The $64 billion of net redemptions included approximately $53 billion of merger-related net outflows related to concentration-related merger outflows and active quantitative products.

Long-term Net Subscriptions/(Redemptions)

Net subscriptions in long-term mandates of $3 billion were primarily the result of $22 billion in net subscriptions in fixed income index products related to iShares and institutional clients in U.S. targeted duration and U.S. sector specialty strategies, $17 billion in index equity related to institutional clients in multiple global strategies, $15 billion in multi-asset class, including global asset allocation and target date solutions such as theLifePath portfolios, and $3 billion in alternative products. The $57 billion of net subscriptions discussed above were partially offset by net redemptions of $33 billion in active equity products, substantially all related to active quantitative strategies, and net redemptions of $20 billion in active fixed income primarily related to U.S.targeted duration and U.S. core products.

Cash Management and Advisory Net Subscriptions/(Redemptions/Distributions)

Cash management net outflows of $65 billion included $55 billion and $9 billion from institutional and retail/high net worth clients, respectively, across all cash management strategies, concentrated in prime and government funds. Advisory AUM outflows included $3 billion of net distributions from long-term liquidation portfolios.

PART I—I – FINANCIAL INFORMATION (continued)

Item 2.

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

Assets Under Management (continued)

The following table presents the component changes in BlackRock’s AUM⁽¹⁾ for the twelve months ended June 30, 2010.


(Dollar amounts in millions)	June 30, 2009	Net subscriptions (redemptions)⁽²⁾		Acquisition⁽³⁾	Market appreciation (depreciation)		Foreign exchange⁽⁴⁾		June 30, 2010
Equity
Index	$68,656	$36,458		$1,051,594	($41,529	)	($23,215	)	$1,091,964
Active	174,239	(27,750	)	132,205	20,026		(7,872	)	290,848
Fixed income
Index	4,241	27,778		467,768	6,902		(18,424	)	488,265
Active	502,929	(2,744	)	49,491	49,475		(6,930	)	592,221
Multi-asset class	86,804	22,318		36,408	7,051		(4,421	)	148,160
Alternative	53,979	3,339		48,051	(2,353	)	(1,480	)	101,536

Long-term	890,848	59,399		1,785,517	39,572		(62,342	)	2,712,994
Cash management	316,694	(90,485	)	59,530	(250	)	(6,262	)	279,227

Sub-total	1,207,542	(31,086	)	1,845,047	39,322		(68,604	)	2,992,221
Advisory⁽⁵⁾	165,618	(9,622	)	—	48		2,320		158,364

Total	$1,373,160	($40,708	)	$1,845,047	$39,370		($66,284	)	$3,150,585

⁽¹⁾	Data reflects the reclassification of prior period AUM into the current period presentation.

⁽²⁾	Includes distributions representing return of capital and return on investment to investors.

⁽³⁾	Includes AUM acquired from Barclays in December 2009 and acquisition adjustments to conform to current period combined AUM policy.

⁽⁴⁾	Foreign exchange reflects the impact of converting non-U.S. dollar denominated AUM into U.S. dollars for reporting purposes.

⁽⁵⁾	Advisory AUM represents long-term portfolio liquidation assignments.

AUM increased approximately ~~$2.081~~$1.777 trillion, or ~~162%~~129%, to ~~$3.364~~$3.151 trillion at ~~March 31,~~June 30, 2010, compared to ~~$1.283~~$1.373 trillion at ~~March 31,~~June 30, 2009. The growth in AUM primarily was ~~primarily~~ attributable to ~~$1.849~~$1.845 trillion acquired in the BGI Transaction, ~~$1 billion acquired from R3 Capital Management, LLC, $251 billion in net market appreciation, $94~~$59 billion of net subscriptions in long-term mandates and $39 billion in net market appreciation, partially offset by ~~$73~~$90 billion of net outflows in cash management products, ~~$26~~$66 billion in foreign exchange movements and ~~$16~~$10 billion in net distributions in advisory assignments. Net market appreciation of ~~$251~~$39 billion included ~~$182~~$56 billion of net appreciation ~~in equity products due to an increase in global equity markets, $47 billion~~ in fixed income products due to current income and changes in interest rate spreads, $20 billion in active equity and ~~$23~~$7 billion in multi-asset class products, partially offset by $42 billion of net depreciation in equity index products due to a decrease in global equity markets in 2010 and $2 billion of net depreciation in alternative products. The ~~$26~~$66 billion net decrease in AUM from foreign exchange movements was ~~across long-term products, partially offset by~~due to the strengthening of the U.S. dollar against the Euro and Pound Sterling, which resulted in a ~~foreign exchange increase~~decrease in ~~advisory long-term portfolio liquidation assignments.~~AUM from converting non-U.S. dollar denominated AUM into U.S. dollars.

Net Subscriptions/(Redemptions)

Net ~~subscriptions~~redemptions of $5$41 billion for the twelve months ended ~~March 31,~~June 30, 2010 included ~~$16~~redemptions of $87 billion from ~~investors in~~institutional clients, partially offset by net subscriptions of $29 billion from iShares clients and ~~$14~~$17 billion from retail and high net worth ~~clients, partially offset by $25 billion of net redemptions from institutional~~ clients.

Long-term Net Subscriptions/(Redemptions)

Net subscriptions in long-term mandates of $59 billion primarily were ~~attributable~~the result of $36 billion net subscriptions in equity index products related to ~~net new business of $33 billion~~institutional and iShares clients in ~~index equity products spread across~~regional/country, U.S. equity and ~~regional/country strategies, $2 billion in active~~global equity products, ~~$20~~$28 billion in index fixed income products, including ~~U.S. sector, targeted duration and local currency strategies, $21~~$20 billion in iShares, $22 billion in multi-asset class, ~~products primarily related to~~including global asset allocation ~~strategies, $17~~and target date solutions, such as theLifePath portfolios, and $3 billion in ~~active fixed income~~alternative products, including ~~$20~~fund of funds and currency overlay strategies. The $59 billion of ~~inflows in local currency, $11 billion in U.S. sector products, $6 billion in U.S. core strategies and $4 billion in U.S. municipals~~net subscriptions were partially offset by net redemptions of ~~$16~~$28 billion in active ~~targeted duration~~equity strategies, primarily related to active quantitative products, and $8net redemptions of $3 billion in ~~global~~active fixed income strategies.

Cash Management and Advisory Net Subscriptions/(Redemptions/Distributions)

Cash management ~~products had $73 billion of~~ net outflows ~~primarily in~~of $90 billion included $71 billion and $19 billion from institutional and retail/high net worth clients, respectively, related to prime, ~~government and~~ tax exempt cash funds, as clients reallocated capital to long-term assets or bank deposit programs, which follows industry trends as investors search for higher yields in alternative products as interest rates remained at historic lows.and government liquidity products. Advisory AUM outflows included ~~$16~~$10 billion of net distributions from long-term liquidation portfolios.

~~- 61 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 2.

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

Operating results for the three months ended ~~March 31,~~June 30, 2010, as compared with the three months ended ~~March 31, 2009.~~June 30, 2009

The three months ended ~~March 31,~~June 30, 2010 ~~reflects~~reflect the results of the BGI Transaction, which closed on December 1, 2009. Given the magnitude of the acquired business, certain line ~~items~~item variances are primarily driven ~~primarily~~ by the inclusion of BGI ~~results.~~results in 2010.

Revenue


	Three Months Ended
	March 31,				Variance					Three Months Ended June 30,		Variance
(Dollar amounts in millions)	2010		2009		Amount			% Change		2010	2009	Amount		% Change
Investment advisory, administration fees and securities lending revenue:
Equity
Index	$	489	$	5	$	484		NM		$521	$6	$515		NM
Active		461		232		229		99	%	460	277	183		66	%
Fixed income
Index		96		1		95		NM		99	—	99		NM
Active		254		196		58		30	%	257	204	53		26	%
Multi-asset class		166		98		68		69	%	175	106	69		65	%
Alternative		155		93		62		67	%	154	98	56		57	%
Cash management		132		175		(43	)	(25	)%	126	166	(40	)	(24	%)

Total		1,753		800		953		119	%	1,792	857	935		109	%
Investment advisory performance fees
Equity		5		5		—		—	%	18	2	16		NM
Fixed income		13		3		10		333	%	9	5	4		80	%
Multi-asset class		1		1		—		—	%	2	—	2		NM
Alternative		31		2		29		NM		21	10	11		110	%

Total		50		11		39		355	%	50	17	33		194	%
BlackRock Solutionsand advisory		113		135		(22	)	(16	)%	114	112	2		2	%
Distribution fees		28		25		3		12	%	32	23	9		39	%
Other revenue		51		16		35		219	%	44	20	24		120	%

Total revenue	$	1,995	$	987	$	1,008		102	%	$2,032	$1,029	$1,003		97	%

~~NM—~~NM - Not Meaningful

Total revenue for the three months ended ~~March 31,~~June 30, 2010 increased ~~$1,008~~$1,003 million, or ~~102%~~97%, to ~~$1,995~~$2,032 million, compared with ~~$987~~$1,029 million for the three months ended ~~March 31,~~June 30, 2009. ~~Total revenue for the three months ended March 31, 2010 reflects the full quarter effect of the BGI acquisition.~~ The ~~$1,008~~$1,003 million increase was the result of a ~~$953~~$935 million increase in total investment advisory, administration fees and securities lending revenue, a ~~$39~~$33 million increase in performance fees, a ~~$35~~$24 million increase in other revenue, ~~and~~ a $3$9 million increase in distribution fees, ~~partially offset by~~and a ~~$22~~$2 million ~~decrease~~increase inBlackRock Solutions and advisory revenue.

~~- 62 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 2.

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

Operating results for the three months ended ~~March 31,~~June 30, 2010, as compared with the three months ended ~~March 31, 2009.~~June 30, 2009 (continued)

Revenue (continued)

Investment Advisory, Administration Fees and Securities Lending Revenue

The increase in investment advisory, administration fees and securities lending revenues of ~~$953~~$935 million for the three months ended ~~March 31,~~June 30, 2010, compared with the three months ended ~~March 31,~~June 30, 2009 consisted of increases of ~~$484~~$515 million in index equity products, ~~$229~~$183 million in active equity products, ~~$95~~$99 million in index fixed income products, ~~$58~~$53 million in active fixed income products, ~~$68~~$69 million in multi-asset class products and ~~$62~~$56 million in alternative investment products, partially offset by a ~~$43~~$40 million decrease in cash management products. The ~~$953~~$935 million net increase primarily related to fees earned on products acquired in the BGI acquisition as well as growth in long-term AUM due to market ~~growth~~appreciation and net new business during the prior twelve month period, partially offset by ~~net redemptions~~a decline in fees from cash management ~~products.~~products due to lower average AUM.

Performance Fees

Investment advisory performance fees increased ~~$39~~$33 million, or ~~355%~~194%, to $50 million for the three months ended ~~March 31,~~June 30, 2010, as compared to ~~$11~~$17 million for the three months ended ~~March 31,~~June 30, 2009, primarily due to an increase in performance fees infrom regional/country equity strategies, fixed income and multi-strategy hedge funds, ~~and fixed income~~partially offset by lower performance fees in real estate products.

BlackRock Solutions and Advisory

BlackRock Solutions and advisory revenue for the three months ended ~~March 31,~~June 30, 2010 ~~decreased $22~~increased $2 million, or ~~16%~~2%, compared with the three months ended ~~March 31,~~June 30, 2009. The ~~decrease~~increase inBlackRock Solutions and advisory revenue was primarily due to additionalAladdin^® mandates, partially offset by fewer advisory assignments, including the effect of a decline in AUM due to distributions in portfolio liquidation assignments, which have AUM based ~~fees, partially offset by additional Aladdin~~^® ~~mandates. Revenue earned on advisory assignments was comprised of advisory and portfolio structuring assignment fees and ongoing fees based on AUM of the respective portfolio assignments.~~fees.

~~Other Revenue~~Distribution Fees

   Three Months Ended
   March 31,    Variance
(Dollar amounts in millions)    2010    2009    Amount    % Change
Other revenue:

Transition management service fees
   $ 18    $ 6    $ 12    200 %
Commissions revenue
   9    5    4    80 %
Equity method investment earnings⁽¹⁾
   6    1    5    500 %
iPath^® marketing fees⁽²⁾
   6    —      6    NM
Other miscellaneous revenue
   12    4    8    200 %

Total other revenue
   $ 51    $ 16    $ 35    219 %

~~NM – Not Meaningful~~

⁽¹⁾	~~Related to operating and advisory company investments.~~

⁽²⁾	~~Related to exchange traded notes issued by Barclays.~~

~~Other revenue~~Distribution fees of ~~$51~~$32 million for the three months ended ~~March 31,~~June 30, 2010 increased ~~$35~~$9 million, ~~or 219%,~~as compared ~~with~~to $23 million for the three months ended ~~March 31,~~June 30, 2009. The increase ~~in other revenue was~~ primarily is the result of ~~a $12 million increase~~higher sales and AUM in fees earned for transition management services, a $6 million increase in marketing fees for the Barclays iPath products (exchange traded notes issued by Barclays), a $5 million increase in BlackRock’scertain share classes of ~~underlying earnings from certain operating and advisory company investments and a $4 million increase in sales commissions as a result of the BGI acquisition.~~

~~- 63 -~~BlackRock Funds.

PART I—I – FINANCIAL INFORMATION (continued)

Item 2.

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

Operating results for the three months ended ~~March 31,~~June 30, 2010, as compared with the three months ended ~~March 31, 2009.~~June 30, 2009 (continued)

~~Expenses~~Revenue (continued)

   Three Months ended
   March 31, Variance
(Dollar amounts in millions)    2010    2009 Amount %
Expenses:

Employee compensation and benefits
   $ 773    $ 351    $ 422    120 %
Distribution and servicing costs
   100    127    (27 ) (21 )%
Amortization of deferred mutual fund sales commissions
   26    27    (1 ) (4 )%
Direct fund expenses
   113    13    100    NM
General and administration
   289    140    149    106 %
Restructuring charges
   —      22    (22 ) (100 )%
Amortization of intangible assets
   40    36    4    11 %

Total expenses, GAAP
   $ 1,341    $ 716    $ 625    87 %

Total expenses, GAAP
   $ 1,341    $ 716    $ 625    87 %
Less: Non-GAAP adjustments:

BGI integration costs

Employee compensation and benefits
   18    —      18    NM
General and administration
   34    —      34    NM

Total BGI transaction/integration costs
   52    —      52    NM
PNC LTIP funding obligation
   15    15    —      —   %
Merrill Lynch compensation contribution
   3    3    —      —   %
Restructuring charges
   —      22    (22 ) (100 )%
Compensation expense related to appreciation (depreciation) on deferred compensation plans
   3    (4 ) 7    NM

Total non-GAAP adjustments
   73    36    37    103 %

Total expenses, as adjusted
   $ 1,268    $ 680    $ 588    86 %

Employee compensation and benefits, as adjusted⁽¹⁾
   $ 734    $ 337    $ 397    118 %

Other Revenue


	Three Months Ended June 30,		Variance
(Dollar amounts in millions)	2010	2009	Amount	% Change
Other revenue:
Transition management service fees	$11	$4	$7	175	%
Commissions revenue	9	6	3	50	%
iPath^® marketing fees⁽¹⁾	7	—	7	NM
Equity method investment earnings⁽²⁾	5	2	3	150	%
Other miscellaneous revenue	12	8	4	50	%

Total other revenue	$44	$20	$24	120	%

~~NM—~~NM – Not Meaningful

⁽¹⁾	~~Adjusted for BGI integration costs, PNC LTIP funding obligation, Merrill Lynch compensation cash contribution~~Related to exchange traded notes issued by Barclays.

⁽²⁾	Related to operating and ~~compensation expense related to appreciation (depreciation) on certain deferred compensation plans.~~advisory company investments.

~~Total GAAP expenses increased $625 million, or 87%, to $1,341~~Other revenue of $44 million for the three months ended ~~March 31,~~June 30, 2010 increased $24 million, or 120%, compared ~~to $716 million for~~with the three months ended ~~March 31,~~June 30, 2009. ~~Excluding certain items deemed non-recurring by management or transactions that ultimately will not affect the Company’s book value, total expenses, as adjusted, increased $588 million, or 86%.~~ The increase in ~~total expenses, as adjusted, is~~other revenue primarily ~~attributable to increases~~was the result of a $7 million increase in ~~employee compensation~~fees earned for transition management services, a $7 million increase in marketing fees for the Barclays iPath products, a $3 million increase in BlackRock’s share of underlying earnings from certain operating and ~~benefits, direct~~advisory company investments and a $3 million increase in unit trust and open-end mutual fund ~~expenses, general and administration expenses, partially offset by a reduction of distribution and servicing costs.~~

~~- 64 -~~class A sales commissions.

PART I—I – FINANCIAL INFORMATION (continued)

Item 2.

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

Operating results for the three months ended ~~March 31,~~June 30, 2010, as compared with the three months ended ~~March 31,~~June 30, 2009 (continued)

Expenses ~~(continued)~~


	Three Months Ended June 30,			Variance
(Dollar amounts in millions)	2010		2009	Amount		% Change
Expenses:
Employee compensation and benefits	$709		$390	$319		82	%
Distribution and servicing costs	97		125	(28	)	(22	%)
Amortization of deferred sales commissions	27		26	1		4	%
Direct fund expenses	122		15	107		NM
General and administration	340		176	164		93	%
Amortization of intangible assets	40		36	4		11	%

Total expenses, GAAP	$1,335		$768	$567		74	%


Total expenses, GAAP	$1,335		$768	$567		74	%
Less: Non-GAAP adjustments:
BGI transaction/integration costs
Employee compensation and benefits	4		—	4		NM
General and administration	28		15	13		87	%

Total BGI transaction/integration costs	32		15	17		113	%
PNC LTIP funding obligation	14		15	(1	)	(7	%)
Merrill Lynch compensation contribution	2		2	—		—	%
Compensation expense related to appreciation (depreciation) on deferred compensation plans	(4	)	9	(13	)	NM

Total non-GAAP adjustments	44		41	3		7	%

Total expenses, as adjusted	$1,291		$727	$564		78	%

~~Employee Compensation and Benefits~~

~~Employee compensation and benefits expense~~NM – Not Meaningful

Total GAAP expenses increased ~~$422~~$567 million, or ~~120%~~74%, to ~~$773~~$1,335 million for the three months ended ~~March 31,~~June 30, 2010, compared to ~~$351~~$768 million for the three months ended ~~March 31,~~June 30, 2009.

Excluding certain items deemed non-recurring by management or transactions that ultimately will not affect the Company’s book value, total expenses, as adjusted, increased $564 million, or 78%. The increase in total expenses, as adjusted, primarily is attributable to increases in employee compensation and benefits, ~~expense, after excluding $18 million of BGI integration costs, was attributable to a $166 million increase in salaries, benefits~~general and commissions, a $198 million increase in incentive compensation associated with the increase in operating income, a $31 million increase in stock-based compensation expense related to additional grants to a larger population at the end of January 2010administration expenses and ~~a $9 million increase in deferred compensation, which is primarily~~direct fund expenses, partially offset by an increase in non-operating income related to appreciation on assets associated with certain deferred compensation plans. The $166 million increase in salaries, benefits and commissions reflects an increase in the numbera reduction of ~~employees primarily resulting from the BGI Transaction. Full time employees at March 31, 2010 totaled approximately 8,400 as compared to 5,200 at March 31, 2009.~~

~~Distribution and Servicing Costs~~

Distribution and servicing costs decreased $27 million to $100 million for the three months ended March 31, 2010, compared to $127 million for the three months ended March 31, 2009. These costs include payments to Bank of America Corporation (“Bank of America”)/Merrill Lynch under a global distribution agreement and payments to PNC as well as other third parties, primarily associated with the distribution and servicing of client investments in certain BlackRock products. The $27 million decrease primarily related to lower levels of average cash management AUM serviced by Merrill Lynch and an increase in waivers within certain cash management funds, resulting in lower distribution payments.

Distribution and servicing costs for the three months ended March 31, 2010 included $59 million of costs attributable to Bank of America/Merrill Lynch and affiliates and $5 million of costs attributable to PNC and affiliates as compared to $98 million and $5 million, respectively, in the three months ended March 31, 2009. Distribution and servicing costs related to other third parties increased $12 million to $36 million for the three months ended March 31, 2010, as compared to $24 million for the three months ended March 31, 2009 due to an expansion of distribution platforms.

~~Direct Fund Expenses~~

~~Direct fund expenses increased $100 million primarily related to the addition of BGI funds subject to these arrangements, under which BlackRock pays certain fund expenses.~~

~~- 65 -~~costs.

PART I—I – FINANCIAL INFORMATION (continued)

Item 2.

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

Operating results for the three months ended ~~March 31,~~June 30, 2010, as compared with the three months ended ~~March 31,~~June 30, 2009 (continued)

Expenses (continued)

~~General~~Employee Compensation and ~~Administration Expenses~~Benefits

   Three months ended
   March 31,    Variance
(Dollar amounts in millions)    2010    2009    Amount % Change
General and administration expenses:

Marketing and promotional
   $ 70    $ 14    $ 56    400 %
Occupancy
   68    35    33    94 %
Portfolio services
   41    23    18    78 %
Technology
   39    25    14    56 %
Professional services
   32    12    20    167 %
Closed-end fund launch costs
   —      2    (2 ) (100 )%
Other general and administration
   39    29    10    34 %

Total general and administration expenses
   $ 289    $ 140    $ 149    106 %

Total general and administration expenses, as adjusted⁽¹⁾
   $ 255    $ 140    $ 115    82 %


	Three Months Ended June 30,			Variance
(Dollar amounts in millions)	2010		2009	Amount		% Change
Employee compensation and benefits, GAAP	$709		$390	$319		82	%
Less: Non-GAAP adjustments:
BGI integration costs	4		—	4		NM
PNC LTIP funding obligation	14		15	(1	)	(7	%)
Merrill Lynch compensation contribution	2		2	—		—	%
Compensation expense related to appreciation (depreciation) on deferred compensation plans	(4	)	9	(13	)	NM

Total non-GAAP adjustments	16		26	(10	)	(38	%)

Employee compensation and benefits, as adjusted	$693		$364	$329		90	%

⁽¹⁾	~~Adjusted for $34 million of BGI integration costs in the three months ended March 31, 2010.~~

~~General~~NM – Not Meaningful

Employee compensation and ~~administration expenses~~benefits expense increased ~~$149 million, or 106%, for the three months ended March 31, 2010 compared with the three months ended March 31, 2009.~~

The three months ended March 31, 2010 included $16 million, $9 million, $4 million, $2 million and $3 million of marketing, professional services, occupancy, technology, and other general and administration expenses, respectively, related to the integration of BGI. Excluding these expenses, general and administration expenses increased $115$319 million, or 82%, ~~for the three months ended March 31, 2010 compared~~ to ~~the three months ended March 31, 2009.~~

Marketing and promotional expenses increased $56 million, or 400%, primarily due to increase in travel, promotional and rebranding and advertising expenses. Occupancy increased $33 million primarily related to the BGI Transaction. Portfolio service costs increased $18 million, or 78%, to $41 million, due to an increase in market data and research expenses. Professional services increased $20 million, or 167%, to $32 million compared to $12$709 million for the three months ended ~~March 31, 2009~~June 30, 2010, compared to $390 million for the three months ended June 30, 2009.

The increase in employee compensation and benefits expense, after excluding $4 million of BGI integration costs, was attributable to a $161 million increase in salaries, benefits and commissions and a $154 million increase in incentive compensation. The increase in incentive compensation primarily is associated with the increase in operating income after excluding the BGI integration costs, a $35 million increase in stock-based compensation expense related to the effect of additional grants to a larger number of employees at the end of January 2010, partially offset by a $19 million decrease in other deferred compensation. The decrease in other deferred compensation expense is offset by a $13 million decrease in non-operating income related to depreciation on investments held for these deferred compensation plans. The $161 million increase in salaries, benefits and commissions reflects an increase in the number of employees primarily resulting from the BGI Transaction. Full time employees at June 30, 2010 totaled approximately 8,400 as compared to 5,000 at June 30, 2009.

Distribution and Servicing Costs

Distribution and servicing costs decreased $28 million to $97 million for the three months ended June 30, 2010, compared to $125 million for the three months ended June 30, 2009. These costs include payments to Bank of America/Merrill Lynch under a global distribution agreement, PNC and Barclays as well as other third parties, primarily associated with the distribution and servicing of client investments in certain BlackRock products. The $28 million decrease primarily related to ~~consulting~~lower levels of distribution payments due to lower levels of average cash management AUM, and ~~legal~~a decrease of fees due to an increase in fee waivers for certain cash management funds serviced by Merrill Lynch.

Distribution and servicing costs ~~incurred~~for the three months ended June 30, 2010 included $59 million of costs attributable to Bank of America/Merrill Lynch and affiliates and $4 million of costs attributable to PNC and affiliates as compared to $91 million and $5 million of costs, respectively, in ~~connection with~~ the ~~BGI Transaction. Other general~~three months ended June 30, 2009. Distribution and ~~administration expenses~~servicing costs related to other third parties, including Barclays, increased ~~$10~~$5 million ~~or 34%,~~ to ~~$39~~$34 million for the three months ended June 30, 2010, as compared to $29 million for the three months ended ~~March 31,~~June 30, 2009 ~~primarily related~~due to ~~increases in communication and other non-income taxes, partially offset by a $10 million increase in foreign currency remeasurement benefits and~~ an ~~$11 million decrease as a result~~expansion of ~~an expense recorded in first quarter 2009 for a potentially uncollectible fee.~~

~~- 66 -~~distribution platforms.

PART I—I – FINANCIAL INFORMATION (continued)

Item 2.

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

Operating results for the three months ended ~~March 31,~~June 30, 2010, as compared with the three months ended ~~March 31,~~June 30, 2009 (continued)

Expenses (continued)

Direct Fund Expenses

Direct fund expenses increased $107 million primarily related to the addition of legacy BGI funds subject to these arrangements, under which BlackRock pays certain fund expenses.

General and Administration Expenses


	Three Months Ended June 30,		Variance
(Dollar amounts in millions)	2010	2009	Amount	% Change
General and administration expenses:
Marketing and promotional	$89	$18	$71	394	%
Occupancy	84	35	49	140	%
Portfolio services	42	25	17	68	%
Technology	42	26	16	62	%
Professional services	28	28	—	—	%
Other general and administration	55	44	11	25	%

Total general and administration expenses, GAAP	$340	$176	$164	93	%

Less: BGI transaction and integration costs	28	15	13	87	%

Total general and administration expenses, as adjusted	$312	$161	$151	94	%

General and administration expenses increased $164 million, or 93%, for the three months ended June 30, 2010 compared with the three months ended June 30, 2009.

BGI Transaction and Integration Costs

General and administration expenses in the three months ended June 30, 2010 included $15 million, $8 million, $3 million and $2 million of marketing and promotional, occupancy, professional services, and other general and administration expenses, respectively, related to the integration of BGI. General and administration expenses in the three months ended June 30, 2009 included $15 million of professional services related to certain advisory and legal BGI transaction costs.

PART I – FINANCIAL INFORMATION (continued)

Item 2.

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

Operating results for the three months ended June 30, 2010, as compared with the three months ended June 30, 2009 (continued)

Expenses (continued)

General and Administration Expenses, as Adjusted

Excluding the BGI transaction and integration expenses, general and administration expenses, as adjusted, increased $151 million, or 94%, for the three months ended June 30, 2010 compared to the three months ended June 30, 2009.

Marketing and promotional expenses increased $56 million, or 311%, primarily due to an increase in global and exchange traded fund marketing expenses, which included travel, promotional, rebranding and advertising expenses. Occupancy costs increased $41 million primarily related to the BGI Transaction and to lease impairments as a result of vacating certain locations in the three months ended June 30, 2010. Portfolio service costs increased $17 million, or 68%, to $42 million, primarily due to an increase in market data and research expenses. Technology expenses increased $16 million, or 62%, to $42 million, primarily due to an increase in software/hardware licensing/maintenance and depreciation expenses. Professional services increased $12 million, or 92%, to $25 million compared to $13 million for the three months ended June 30, 2009 primarily related to consulting and legal costs incurred in connection with the BGI Transaction. Other general and administration expenses increased $9 million, or 20%, to $53 million compared to $44 million for the three months ended June 30, 2009, primarily related to increases in communication, VAT and other miscellaneous expenses, partially offset by an $18 million decrease in foreign currency remeasurement costs.

Amortization of Intangible Assets

Amortization of intangible assets increased $4 million to $40 million for the three months ended June 30, 2010, as compared to $36 million for the three months ended June 30, 2009. The increase in amortization of intangible assets reflects additional amortization for finite-lived management contracts acquired in the BGI Transaction.

PART I – FINANCIAL INFORMATION (continued)

Item 2.

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

Non-operating results for the three months ended June 30, 2010, as compared with the three months ended June 30, 2009

Non-Operating Income (Expense), Less Net Income (Loss) Attributable to Non-Controlling Interests

Non-operating income (expense), less net income (loss) attributable to non-controlling interests for the three months ended June 30, 2010 and 2009 was as follows:


	Three Months Ended June 30,				Variance
(Dollar amounts in millions)	2010		2009		Amount		% Change
Non-operating income (expense), GAAP basis	($75	)	$77		($152	)	NM
Less: Net income (loss) attributable to NCI related to:
Investment activities	(14	)	26		(40	)	NM
Consolidated variable interest entities	(29	)	—		(29	)	NM

Non-operating income (expense)⁽¹⁾	(32	)	51		(83	)	NM
Compensation expense related to (appreciation) depreciation on deferred compensation plans	4		(9	)	13		NM

Non-operating income (expense), as adjusted⁽¹⁾	($28	)	$42		($70	)	NM

NM – Not Meaningful

⁽¹⁾	Net of net income (loss) attributable to non-controlling interests.

The components of non-operating income (expense), less net income (loss) attributable to non-controlling interests, for the three months ended June 30, 2010 and 2009 were as follows:


	Three Months Ended June 30,				Variance
(Dollar amounts in millions)	2010		2009		Amount		% Change
Net gain (loss) on investments⁽¹⁾
Private equity	($10	)	$11		($21	)	NM
Real estate	2		(12	)	14		NM
Distressed credit/mortgage funds	5		44		(39	)	(89	%)��
Hedge funds/funds of hedge funds	1		8		(7	)	(88	%)
Other investments⁽²⁾	7		2		5		250	%

Sub-total	5		53		(48	)	(91	%)
Investments related to deferred compensation plans	(4	)	9		(13	)	NM

Total net gain (loss) on investments	1		62		(61	)	(98	%)
Interest and dividend income	5		4		1		25	%
Interest expense	(38	)	(15	)	(23	)	153	%

Net interest expense	(33	)	(11	)	(22	)	200	%

Total non-operating income (expense)⁽¹⁾	(32	)	51		(83	)	NM
Compensation expense related to (appreciation) depreciation on deferred compensation plans	4		(9	)	13		NM

Non-operating income (expense), as adjusted⁽¹⁾	($28	)	$42		($70	)	NM

NM – Not Meaningful

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

⁽²⁾	Includes net gains / (losses) related to equity and fixed income investments and BlackRock’s seed capital hedging program.

PART I – FINANCIAL INFORMATION (continued)

Item 2.

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

Non-operating results for the three months ended June 30, 2010, as compared with the three months ended June 30, 2009 (continued)

Non-Operating Income (Expense), Less Net Income (Loss) Attributable to Non-Controlling Interests (continued)

Non-operating expense, less net income (loss) attributable to non-controlling interests, decreased $83 million to $32 million for the three months ended June 30, 2010, as compared to $51 million net non-operating income for the three months ended June 30, 2009. The $32 million non-operating expense, net of non-controlling interests, was comprised of $33 million of net interest expense, $5 million net gains primarily on co-investments partially offset by $4 million of depreciation related to hedges of deferred compensation.

The $5 million net gain on investments related to the Company’s co-investments and seed investments included net gains in distressed credit/mortgage funds of $5 million, hedge funds/funds of hedge funds of $1 million, real estate equity/debt products of $2 million and other investments of $7 million, partially offset by a $10 million decrease in valuations from private equity investments.

Net interest expense of $33 million increased $22 million primarily due to an increase in interest expense related to the December 2009 issuances of $2.5 billion of long-term notes.

Net Economic Investment Portfolio

The Company presents total net “economic” investments to enable investors to understand the portion of its investments that are owned by the Company, net of non-controlling interests, as a gauge to measure the impact of changes in net non-operating gain (loss) on investments to net income (loss) attributable to BlackRock, Inc. The Company further presents the total net “economic” investment exposure, net of deferred compensation investments and hedged investments, to reflect another gauge for investors as the economic impact of investments held pursuant to deferred compensation arrangements is substantially offset by a change in compensation expense and the impact of hedged investments is substantially mitigated by total return swap hedges. Finally, the Company’s regulatory investment in Federal Reserve Bank stock which is not subject to market or interest rate risk is excluded from the Company’s net economic investment exposure.

Changes in the investment portfolio are due to purchases, sales, maturities, distributions as well as the impact of valuations. The following table represents the carrying value of investments, by asset type, at June 30, 2010 and December 31, 2009:


	June 30, 2010	December 31, 2009	Variance
(Dollar amounts in millions)	June 30, 2010	December 31, 2009	Amount		% Change
Private equity	$237	$236	$1		—	%
Real estate	56	44	12		27	%
Distressed credit/mortgage funds	224	197	27		14	%
Hedge funds/funds of hedge funds	123	108	15		14	%
Other investments	198	142	56		39	%

Total net “economic” investment exposure	838	727	111		15	%
Federal Reserve Bank stock	324	10	314		NM
Deferred compensation investments	68	71	(3	)	(4	%)
Hedged investments	21	36	(15	)	(42	%)

Total net “economic” investments	$1,251	$844	$407		48	%

NM – Not Meaningful

PART I – FINANCIAL INFORMATION (continued)

Item 2.

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

Non-operating results for the three months ended June 30, 2010, as compared with the three months ended June 30, 2009 (continued)

Net Economic Investment Portfolio (continued)

Fair Value Measurements

BlackRock reports its investments on a GAAP basis, which includes investments, which are owned by sponsored investment funds that are deemed to be controlled by BlackRock in accordance with GAAP and therefore consolidated even though BlackRock may not own a majority of such funds. As a result, management reviews its investments on an “economic” basis, which eliminates the portion of investments that do not impact BlackRock’s book value. BlackRock’s management does not advocate that investors consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.

The following table represents investments measured at fair value on a recurring basis at June 30, 2010:


(Dollar amounts in millions)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Other Investments Not Held at Fair Value ⁽³⁾	Investments at June 30, 2010
Total investments, GAAP	$170		$191		$674		$428	$1,463
Net assets for which the Company does not bear “economic” exposure⁽¹⁾	(40	)	(59	)	(113	)	—	(212	)

Net “economic” investments⁽²⁾	$130		$132		$561		$428	$1,251

⁽¹⁾	Consists of net assets attributable to non-controlling investors of consolidated non-VIE sponsored investment funds.

⁽²⁾	Includes BlackRock’s portion of cash and cash equivalents, other assets, accounts payable and accrued liabilities, and other liabilities that are consolidated from non-VIE sponsored investment funds.

⁽³⁾

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

Income Tax Expense

Income tax expense was $233 million and $94 million for the three months ended June 30, 2010 and 2009, respectively. The effective income tax rate for the three months ended June 30, 2010 was 35.0%, as compared to 30.1% for the three months ended June 30, 2009. Excluding approximately $15 million of tax benefits primarily related to a favorable tax ruling received during the three months ended June 30, 2009, the effective income tax rate for this period would have been approximately 35.0%.

PART I – FINANCIAL INFORMATION (continued)

Item 2.

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

Operating results for the three months ended June 30, 2010, as compared with the three months ended June 30, 2009 (continued)

Operating Income and Operating Margin

GAAP

Operating income totaled $697 million for the three months ended June 30, 2010, which was an increase of $436 million compared to the three months ended June 30, 2009. Operating income for the three months ended June 30, 2010 included the effect of revenue and expenses related to the December 1, 2009 acquisition of BGI and $32 million of BGI integration costs as compared to $15 million of BGI transaction costs for the three months ended June 30, 2009. The transaction/integration expenses are not part of the on-going business and are principally comprised of compensation expense, legal fees, advisory payments, occupancy costs, marketing and promotional and consulting expenses.

The increase in operating income for the three months ended June 30, 2010 included the effect of a $935 million increase in investment advisory, administration fees and securities lending revenue associated with the acquired BGI AUM and growth in long-term AUM, which included net new business during the prior twelve months, a $33 million increase in performance fees revenue, a $33 million increase in distribution fees and other revenue and a $2 million increase inBlackRock Solutions and advisory revenue. The increase in total revenue is partially offset by a $567 million net increase in operating expenses due to increases in employee compensation and benefits, general and administration expenses, direct fund expenses and amortization of intangible assets, partially offset by a decrease in distribution and servicing costs.

The Company’s operating margin was 34.3% for the three months ended June 30, 2010, compared to 25.4% for the three months ended June 30, 2009. The increase in operating margin for the three months ended June 30, 2010, as compared to the three months ended June 30, 2009 included the effect of the BGI Transaction, an $18 million decrease in foreign currency remeasurement costs, a decline in deferred compensation related to depreciation on deferred compensation investments, partially offset by a $35 million increase in stock-based compensation related to additional grants to a larger number of employees at the end of January 2010, an increase in occupancy costs related to lease impairments as a result of vacating certain locations in the three months ended June 30, 2010, as well as increased investments to grow the business.

As Adjusted

Operating income, as adjusted, totaled $741 million for the three months ended June 30, 2010, which was an increase of $439 million compared to the three months ended June 30, 2009. The increase in operating income, as adjusted, for the three months ended June 30, 2010 as compared to the three months ended June 30, 2009 is related to the effect of the $1,003 million increase in total revenue, partially offset by a $564 million increase in operating expenses due to increases in employee compensation and benefits, general and administration expenses, direct fund expenses and amortization of intangible assets, partially offset by a decrease in distribution and servicing costs.

Operating margin, as adjusted, was 38.8% and 34.4% for the three months ended June 30, 2010 and 2009, respectively. The increase in operating margin reflects the effect of the acquisition of BGI, an $18 million decrease in foreign currency remeasurement costs, partially offset by a $36 million increase in stock-based compensation related to additional grants to a larger number of employees at the end of January 2010, an increase in occupancy costs related to lease impairments as a result of vacating certain locations in the three months ended June 30, 2010, as well as increased investments to grow the business.

Operating income, as adjusted, and operating margin, as adjusted, are described in more detail in the Overview to Management’s Discussion and Analysis of Financial Condition and Results of Operations.

PART I – FINANCIAL INFORMATION (continued)

Item 2.

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

Operating results for the three months ended June 30, 2010, as compared with the three months ended June 30, 2009 (continued)

Net Income Attributable to BlackRock, Inc.

The components of net income attributable to BlackRock, Inc. and net income attributable to BlackRock, Inc., as adjusted, for the three months ended June 30, 2010 and 2009 are as follows:


	Three Months Ended June 30,						Three Months Ended June 30,
	2010		2009				2010		2009
(Dollar amounts in millions, except per share data)	GAAP		GAAP		% Change		As adjusted		As adjusted		% Change
Operating income	$697		$261		167	%	$741		$302		145	%
Non-operating income (expense)⁽¹⁾	(32	)	51		NM		(28	)	42		NM
Income tax expense	(233	)	(94	)	148	%	(250	)	(105	)	138	%

Net income attributable to BlackRock, Inc.	$432		$218		98	%	$463		$239		94	%

Allocation of net income attributable to BlackRock, Inc.:
Common shares	$426		$212		101	%	$456		$233		96	%
Participating RSUs	6		6		—	%	7		6		17	%

Net income attributable to BlackRock, Inc.	$432		$218		98	%	$463		$239		94	%

Diluted weighted-average common shares outstanding⁽²⁾	192,569,539		133,364,611		44	%	192,569,539		133,364,611		44	%
Components of diluted earnings per common share
Operating income	$2.32		$1.24		87	%	$2.46		$1.44		71	%
Non-operating income (expense)⁽¹⁾	(0.11	)	0.24		NM		(0.09	)	0.20		NM
Income tax expense	—		0.11		(100	%)	—		0.11		(100	%)

Diluted earnings per common share	$2.21		$1.59		39	%	$2.37		$1.75		35	%

NM – Not Meaningful

⁽¹⁾	Net of net income (loss) attributable to non-controlling interests (redeemable and nonredeemable).

⁽²⁾

Series B and C, non-voting participating preferred stock are considered to be common stock equivalents for purposes of determining basic and diluted earnings per share calculations. Certain unvested RSUs are not included in this number as they are deemed participating securities in accordance with ASC 260-10.

GAAP

Net income attributable to BlackRock, Inc. for the three months ended June 30, 2010 included operating income of $697 million, or $2.32 per diluted common share and non-operating expenses, less net income attributable to non-controlling interests, of $32 million, or $0.11 per diluted common share. Net income attributable to BlackRock, Inc. totaled $432 million, or $2.21 per diluted common share, for the three months ended June 30, 2010, which was an increase of $214 million, or $0.62 per diluted common share, compared to the three months ended June 30, 2009. The $0.62 per diluted common share increase included the effect of $15 million or $0.11 per diluted common share tax benefits primarily related to a favorable tax ruling received during the three months ended June 30, 2009.

PART I – FINANCIAL INFORMATION (continued)

Item 2.

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

Operating results for the three months ended June 30, 2010, as compared with the three months ended June 30, 2009 (continued)

Net Income Attributable to BlackRock, Inc. (continued)

Net income attributable to BlackRock, Inc. of $432 million for the three months ended June 30, 2010 included the after-tax effect of the BGI integration costs of $21 million, the after-tax effect of the portion of certain LTIP awards, which will be funded through a capital contribution of BlackRock stock held by PNC of $9 million, and an expected contribution by Merrill Lynch of $1 million to fund certain compensation of former MLIM employees.

Net income attributable to BlackRock, Inc. of $218 million for the three months ended June 30, 2009 included the after-tax effect of the portion of certain LTIP awards, which will be funded through a capital contribution of BlackRock stock held by PNC of $10 million, BGI transaction/integration cost of $10 million and an expected contribution by Merrill Lynch of $1 million to fund certain compensation of former MLIM employees, a portion of which was received by BlackRock in third quarter 2009.

As Adjusted

Exclusive of the items discussed above, diluted earnings per common share, as adjusted, of $2.37 for the three months ended June 30, 2010 increased $0.62, or 35%, compared to the three months ended June 30, 2009.

Net income attributable to BlackRock, Inc., as adjusted, for the three months ended June 30, 2010 included operating income of $741 million, or $2.46 per diluted common share, non-operating expenses, less net income attributable to non-controlling interests, of $28 million, or $0.09 per diluted common share. Net income of $239 million or $1.75 per diluted common share attributable to BlackRock, Inc., as adjusted, for the three months ended June 30, 2009 included the effect of $15 million or $0.11 per diluted common share of tax benefits related to a favorable tax ruling received during the three months ended June 30, 2009. Diluted earnings per common share, as adjusted, is described in more detail in the Overview to Management’s Discussion and Analysis of Financial Condition and Results of Operations.

PART I – FINANCIAL INFORMATION (continued)

Item 2.

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

Operating results for the six months ended June 30, 2010, as compared with the six months ended June 30, 2009

The six months ended June 30, 2010 reflects the results of the BGI Transaction, which closed on December 1, 2009. Given the magnitude of the acquired business, certain line item variances are driven primarily by the inclusion of BGI results in 2010.

Revenue


	Six Months Ended June 30,		Variance
(Dollar amounts in millions)	2010	2009	Amount		% Change
Investment advisory, administration fees and securities lending revenue:
Equity
Index	$1,010	$11	$999		NM
Active	921	509	412		81	%
Fixed income
Index	195	1	194		NM
Active	511	400	111		28	%
Multi-asset class	341	204	137		67	%
Alternative	309	191	118		62	%
Cash management	258	341	(83	)	(24	%)

Total	3,545	1,657	1,888		114	%
Investment advisory performance fees
Equity	23	7	16		229	%
Fixed income	22	8	14		175	%
Multi-asset class	3	1	2		200	%
Alternative	52	12	40		333	%

Total	100	28	72		257	%
BlackRock Solutionsand advisory	227	247	(20	)	(8	%)
Distribution fees	60	48	12		25	%
Other revenue	95	36	59		164	%

Total revenue	$4,027	$2,016	$2,011		100	%

NM – Not Meaningful

Total revenue for the six months ended June 30, 2010 increased $2,011 million, or 100%, to $4,027 million, compared with $2,016 million for the six months ended June 30, 2009. Total revenue for the six months ended June 30, 2010 reflects the full six months effect of the BGI acquisition. The $2,011 million increase was the result of a $1,888 million increase in total investment advisory, administration fees and securities lending revenue, a $72 million increase in performance fees, a $59 million increase in other revenue and a $12 million increase in distribution fees, partially offset by a $20 million decrease inBlackRock Solutions and advisory revenue.

PART I – FINANCIAL INFORMATION (continued)

Item 2.

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

Operating results for the six months ended June 30, 2010, as compared with the six months ended June 30, 2009 (continued)

Revenue (continued)

Investment Advisory, Administration Fees and Securities Lending Revenue

The increase of $1,888 million in investment advisory, administration fees and securities lending revenues to $3,545 million for the six months ended June 30, 2010, compared with $1,657 million for the six months ended June 30, 2009 consisted of increases of $999 million in index equity products, $412 million in active equity products, $194 million in index fixed income products, $111 million in active fixed income products, $137 million in multi-asset class products and $118 million in alternative investment products, partially offset by an $83 million decrease in cash management products. The $1,888 million net increase primarily related to products acquired in the BGI acquisition as well as growth in long-term AUM due to net new business during the prior twelve months, partially offset by market depreciation/foreign exchange in 2010 and a decline in fees from cash management products due to lower average AUM.

Performance Fees

Investment advisory performance fees increased $72 million, or 257%, to $100 million for the six months ended June 30, 2010, as compared to $28 million for the six months ended June 30, 2009, primarily due to an increase in performance fees from fixed income and multi-strategy hedge funds, equity and fixed income products, partially offset by a decline in performance fees from real estate products.

BlackRock Solutions and Advisory

BlackRock Solutions and advisory revenue for the six months ended June 30, 2010 decreased $20 million, or 8%, compared with the six months ended June 30, 2009. The decrease inBlackRock Solutions and advisory revenue was primarily due to fewer advisory assignments, including the effect of a decline in advisory AUM due to distributions in portfolio liquidation assignments, which have AUM based fees, partially offset by additionalAladdin mandates. Revenue earned on advisory assignments was comprised of advisory and portfolio structuring assignment fees and ongoing fees based on AUM of the respective portfolio assignments.

Other Revenue


	Six Months Ended June 30,		Variance
(Dollar amounts in millions)	2010	2009	Amount	% Change
Other revenue:
Transition management service fees	$29	$10	$19	190	%
Commissions revenue	18	11	7	64	%
iPath marketing fees⁽¹⁾	13	—	13	NM
Equity method investment earnings⁽²⁾	11	3	8	267	%
Other miscellaneous revenue	24	12	12	100	%

Total other revenue	$95	$36	$59	164	%

NM – Not Meaningful

⁽¹⁾	Related to exchange traded notes issued by Barclays.

⁽²⁾	Related to operating and advisory company investments.

Other revenue of $95 million for the six months ended June 30, 2010 increased $59 million, or 164%, compared with the six months ended June 30, 2009. The increase in other revenue was primarily the result of a $19 million increase in fees earned for transition management services, a $13 million increase in marketing fees for the Barclays iPath products, an $8 million increase in BlackRock’s share of underlying earnings from certain operating and advisory company investments and a $7 million increase in commissions revenue as a result of unit trust and open-end mutual fund class A sales commissions.

PART I – FINANCIAL INFORMATION (continued)

Item 2.

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

Operating results for the six months ended June 30, 2010, as compared with the six months ended June 30, 2009 (continued)

Expenses


	Six Months Ended June 30,			Variance
(Dollar amounts in millions)	2010		2009	Amount		% Change
Expenses:
Employee compensation and benefits	$1,482		$741	$741		100	%
Distribution and servicing costs	197		252	(55	)	(22	%)
Amortization of deferred sales commissions	53		53	—		—	%
Direct fund expenses	235		28	207		NM
General and administration	629		316	313		99	%
Restructuring charges	—		22	(22	)	(100	%)
Amortization of intangible assets	80		72	8		11	%

Total expenses, GAAP	$2,676		$1,484	$1,192		80	%

Total expenses, GAAP	$2,676		$1,484	$1,192		80	%
Less: Non-GAAP adjustments:
BGI transaction/integration costs
Employee compensation and benefits	22		—	22		NM
General and administration	62		15	47		313	%

Total BGI transaction/integration costs	84		15	69		460	%
PNC LTIP funding obligation	29		30	(1	)	(3	%)
Merrill Lynch compensation contribution	5		5	—		—	%
Restructuring charges	—		22	(22	)	(100	%)
Compensation expense related to appreciation (depreciation) on deferred compensation plans	(1	)	5	(6	)	NM

Total non-GAAP adjustments	117		77	40		52	%

Total expenses, as adjusted	$2,559		$1,407	$1,152		82	%

NM – Not Meaningful

Total GAAP expenses increased $1,192 million, or 80%, to $2,676 million for the six months ended June 30, 2010, compared to $1,484 million for the six months ended June 30, 2009. Excluding certain items deemed non-recurring by management or transactions that ultimately will not affect the Company’s book value, total expenses, as adjusted, increased $1,152 million, or 82%. The increase in total expenses, as adjusted, is primarily attributable to increases in employee compensation and benefits, general and administration expenses and direct fund expenses, partially offset by a reduction of distribution and servicing costs.

PART I – FINANCIAL INFORMATION (continued)

Item 2.

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

Operating results for the six months ended June 30, 2010, as compared with the six months ended June 30, 2009 (continued)

Expenses (continued)

Employee Compensation and Benefits


	Six Months Ended June 30,			Variance
(Dollar amounts in millions)	2010		2009	Amount		% Change
Employee compensation and benefits, GAAP expenses:	$1,482		$741	$741		100	%
Less: Non-GAAP adjustments:
BGI transaction/integration costs	22		—	22		NM
PNC LTIP funding obligation	29		30	(1	)	(3	%)
Merrill Lynch compensation contribution	5		5	—		—	%
Compensation expense related to appreciation (depreciation) on deferred compensation plans	(1	)	5	(6	)	NM

Total non-GAAP adjustments	55		40	15		38	%

Employee compensation and benefits, as adjusted	$1,427		$701	$726		104	%

NM – Not Meaningful

Employee compensation and benefits expense increased $741 million, or 100%, to $1,482 million, for the six months ended June 30, 2010, compared to $741 million for the six months ended June 30, 2009.

The increase in employee compensation and benefits expense, after excluding $22 million of BGI integration costs, was attributable to a $327 million increase in salaries, benefits and commissions and a $392 million increase in incentive compensation. The increase in incentive compensation is primarily associated with the increase in operating income after excluding the BGI integration costs, a $65 million increase in stock-based compensation expense related to the effect of additional grants to a larger number of employees at the end of January 2010, offset by a $10 million decrease in other deferred compensation. The decrease in other deferred compensation expense is partially offset by a $6 million decrease in non-operating income related to depreciation on investments held for these deferred compensation plans. The $327 million increase in salaries, benefits and commissions reflects an increase in the number of employees primarily resulting from the BGI Transaction. Full time employees at June 30, 2010 totaled approximately 8,400 as compared to 5,000 at June 30, 2009.

Distribution and Servicing Costs

Distribution and servicing costs decreased $55 million to $197 million for the six months ended June 30, 2010, compared to $252 million for the six months ended June 30, 2009. These costs include payments to Bank of America/Merrill Lynch under a global distribution agreement, PNC and Barclays as well as other third parties, primarily associated with the distribution and servicing of client investments in certain BlackRock products. The $55 million decrease primarily related to lower levels of distribution payments due to lower levels of average cash management AUM and a decrease of fees due to an increase in waivers for certain cash management funds serviced by Merrill Lynch.

Distribution and servicing costs for the six months ended June 30, 2010 included $118 million of costs attributable to Bank of America/Merrill Lynch and affiliates, and $9 million of costs attributable to PNC and affiliates as compared to $189 million, and $10 million, respectively, in the six months ended June 30, 2009. Distribution and servicing costs related to other third parties, including Barclays, increased $17 million to $70 million for the six months ended June 30, 2010, as compared to $53 million for the six months ended June 30, 2009 due to an expansion of distribution platforms.

Direct Fund Expenses

Direct fund expenses increased $207 million primarily related to the addition of legacy BGI funds subject to these arrangements, under which BlackRock pays certain fund expenses.

PART I – FINANCIAL INFORMATION (continued)

Item 2.

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

Operating results for the six months ended June 30, 2010, as compared with the six months ended June 30, 2009 (continued)

Expenses (continued)

General and Administration Expenses


	Six Months Ended June 30,		Variance
(Dollar amounts in millions)	2010	2009	Amount		% Change
General and administration expenses:
Marketing and promotional	$159	$31	$128		413	%
Occupancy	152	70	82		117	%
Portfolio services	83	48	35		73	%
Technology	81	51	30		59	%
Professional services	60	40	20		50	%
Closed-end fund launch costs	—	2	(2	)	(100	%)
Other general and administration	94	74	20		27	%

Total general and administration expenses, GAAP	$629	$316	$313		99	%

Less: BGI transaction and integration costs	62	15	47		313	%

Total general and administration expenses, as adjusted	$567	$301	$266		88	%

General and administration expenses increased $313 million, or 99%, to $629 million, for the six months ended June 30, 2010 compared with $316 million for the six months ended June 30, 2009.

BGI Transaction and Integration Costs

General and administration expenses in the six months ended June 30, 2010 included $31 million, $12 million, $12 million, $2 million and $5 million of marketing and promotional, professional services, occupancy, technology, and other general and administration expenses, respectively, related to the integration of BGI. General and administration expenses in the six months ended June 30, 2009 included $15 million of professional services related to certain advisory and legal BGI transaction costs.

General and Administration Expenses, as Adjusted

Excluding the BGI transaction and integration expenses, general and administration expenses, as adjusted, increased $266 million, or 88%, for the six months ended June 30, 2010 compared to the six months ended June 30, 2009.

Marketing and promotional expenses increased $97 million, or 313%, primarily due to an increase in global and exchange traded fund marketing expenses, which included travel, promotional and rebranding and advertising expenses. Occupancy increased $70 million primarily related to the BGI Transaction and to an increase in lease impairments as a result of vacating certain locations in the six months ended June 30, 2010. Portfolio service costs increased $35 million, or 73%, to $83 million, due to an increase in market data and research expenses. Technology expenses increased $28 million, or 55%, to $79 million, primarily due to an increase in software licensing/maintenance and depreciation expenses. Professional services increased $23 million, or 92%, to $48 million compared to $25 million for the six months ended June 30, 2009 primarily related to consulting, accounting/tax and legal costs. Other general and administration expenses increased $15 million, or 20%, to $89 million compared to $74 million for the six months ended June 30, 2009, primarily related to increases in communication, VAT, filing and license fees, other office related costs and other miscellaneous expenses, partially offset by a $28 million change in foreign currency remeasurement costs/benefits from $16 million of costs in the six months ended June 30, 2009 to a $12 million benefit in the six months ended June 30, 2010 and a $10 million decline in an expense for a potentially uncollectible receivable recorded in 2009.

PART I – FINANCIAL INFORMATION (continued)

Item 2.

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

Operating results for the six months ended June 30, 2010, as compared with the six months ended June 30, 2009 (continued)

Expenses (continued)

Restructuring Charges

For the ~~three~~six months ended ~~March 31,~~June 30, 2009, BlackRock recorded pre-tax restructuring charges of $22 million, primarily related to severance, outplacement costs, occupancy costs and accelerated amortization of certain previously granted stock awards associated with a reduction in work force and reengineering efforts.

Amortization of Intangible Assets

Amortization of intangible assets increased $4$8 million to ~~$40~~$80 million for the ~~three~~six months ended ~~March 31,~~June 30, 2010, as compared to ~~$36~~$72 million for the ~~three~~six months ended ~~March 31,~~June 30, 2009. The increase in amortization of intangible assets reflects amortization of finite-lived management contracts acquired in the BGI Transaction.

~~- 67 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 2.

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

Non-operating results for the ~~three~~six months ended ~~March 31,~~June 30, 2010, as compared with the ~~three~~six months ended ~~March 31,~~June 30, 2009

Non-Operating Income (Expense), Less Net Income (Loss) Attributable to Non-Controlling Interests

Non-operating income (expense), less net income (loss) attributable to non-controlling interests for the ~~three~~six months ended ~~March 31,~~June 30, 2010 and 2009 was as follows:


	Three months ended
	March 31,						Variance					Six Months Ended June 30,				Variance
(Dollar amounts in millions)	2010			2009			Amount			%		2010		2009		Amount		% Change
Non-operating income (expense), GAAP basis	$	2		$	(179	)	$	181		NM		($73	)	($102	)	$29		28	%
Less: Net income (loss) attributable to NCI, GAAP basis		5			(22	)		(27	)	NM
Less: Net income (loss) attributable to NCI, related to:
Investment activities												(10	)	4		(14	)	NM
Consolidated variable interest entities												(28	)	—		(28	)	NM

Non-operating (expense)¹		(3	)		(157	)		154		98	%
Non-operating income (expense)⁽¹⁾												(35	)	(106	)	71		67	%
Compensation expense related to (appreciation) depreciation on deferred compensation plans		(3	)		4			(7	)	NM		1		(5	)	6		NM

Non-operating (expense), as adjusted¹	$	(6	)	$	(153	)	$	147		96	%
Non-operating income (expense), as adjusted⁽¹⁾												($34	)	($111	)	$77		69	%

~~NM—~~NM – Not Meaningful

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

The components of non-operating income (expense), less net income (loss) attributable to non-controlling interests, for the ~~three~~six months ended ~~March 31,~~June 30, 2010 and 2009 were as follows:


	Three months ended
	March 31,						Variance					Six Months Ended June 30,				Variance
(Dollar amounts in millions)	2010			2009			Amount			%		2010		2009		Amount		% Change
Net gain (loss) on investments¹
Net gain (loss) on investments⁽¹⁾
Private equity	$	8		$	(20	)	$	28		NM		($2	)	($9	)	$7		78	%
Real estate		(1	)		(93	)		92		99	%	1		(105	)	106		NM
Distressed credit/mortgage funds		20			(12	)		32		NM		25		32		(7	)	(22	%)
Hedge funds/funds of hedge funds		6			(6	)		12		NM		7		2		5		250	%
Other investments²		(3	)		(15	)		12		80	%
Other investments⁽²⁾												4		(13	)	17		NM

Sub-total		30			(146	)		176		NM		35		(93	)	128		NM
Investments related to deferred compensation plans		3			(4	)		7		NM		(1	)	5		(6	)	NM

Total net gain (loss) on investments¹		33			(150	)		183		NM

Total net gain (loss) on investments												34		(88	)	122		NM
Interest and dividend income		4			8			(4	)	(50	)%	9		12		(3	)	(25	%)
Interest expense		(40	)		(15	)		(25	)	167	%	(78	)	(30	)	(48	)	160	%

Net interest expense		(36	)		(7	)		(29	)	414	%	(69	)	(18	)	(51	)	283	%

Total non-operating income (expense)¹		(3	)		(157	)		154		98	%
Compensation expense related to depreciation (appreciation) on deferred compensation plans		(3	)		4			(7	)	NM
Total non-operating income (expense)⁽¹⁾												(35	)	(106	)	71		67	%
Compensation expense related to (appreciation) depreciation on deferred compensation plans												1		(5	)	6		NM

Non-operating income (expense), as adjusted¹	$	(6	)	$	(153	)	$	147		96	%
Non-operating income (expense), as adjusted⁽¹⁾												($34	)	($111	)	$77		69	%

~~NM—~~NM – Not Meaningful

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

⁽²⁾	Includes net gains / (losses) related to equity and fixed income investments and BlackRock’s seed capital hedging program.

~~- 68 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 2.

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

Non-operating results for the ~~three~~six months ended ~~March 31,~~June 30, 2010, as compared with the ~~three~~six months ended ~~March 31,~~June 30, 2009 (continued)

Non-Operating Income (Expense), Less Net Income (Loss) Attributable to Non-Controlling Interests (continued)

Non-operating expense, less net income (loss) attributable to non-controlling interests, decreased ~~$154~~$71 million to $3$35 million for the ~~three~~six months ended ~~March 31,~~June 30, 2010, as compared to ~~$157~~$106 million for the ~~three~~six months ended ~~March 31,~~June 30, 2009. The $3$35 million non-operating expense, net of non-controlling interests, was comprised of ~~$33~~$69 million of net interest expense and partially offset by $34 million of net gains on ~~investments which was more than offset by $36 million of net interest expense.~~investments.

The ~~$33~~$34 million net gain on investments, less non-controlling interests, related to the Company’s co-investment and seed investments, included net gains in ~~private equity products of $8 million,~~ distressed credit/mortgage funds of ~~$20~~$25 million, hedge funds/funds of hedge funds of $6$7 million and ~~deferred compensation plans~~$5 million of ~~$3 million, partially offset by a $3 million and a $1 million decrease in valuations from~~ other investments and real estate equity/debt products, partially offset by $2 million and $1 million decreases in valuations from private equity products and deferred compensation investments, respectively.

Net interest expense was ~~$36~~$69 million, an increase of ~~$29~~$51 million primarily due to an increase in interest expense related to the December 2009 issuances of $2.5 billion of long-term notes.

~~Net Economic Investment Portfolio~~

The Company reviews its net economic exposure to its investment portfolio by reducing its GAAP investments by the net assets attributable to non-controlling interests of consolidated sponsored investment funds. Changes in the investment portfolio are due to purchases, sales, maturities, distributions as well as the impact of valuations. The following table represents the carrying value, by asset type, at March 31, 2010 and 2009:

(Dollar amounts in millions)    March 31,    March 31,    Variance
   2010    2009    Amount % Change
Private equity
   $ 239    $ 212    $ 27    13 %
Real estate
   47    64    (17 ) (27 )%
Distressed credit/mortgage funds
   200    160    40    25 %
Hedge funds/funds of hedge funds
   125    112    13    12 %
Other investments
   236    137    99    72 %

Total net “economic” investment exposure
   847    685    162    24 %
Deferred compensation investments
   71    54    17    31 %
Hedged investments
   24    44    (20 ) (45 )%

Total net “economic” investments
   $ 942    $ 783    $ 159    20 %

Income Tax Expense

Income tax expense was ~~$228~~$461 million and ~~$30~~$124 million for the ~~three~~six months ended ~~March 31,~~June 30, 2010 and 2009, respectively. The effective income tax rate for the ~~three~~six months ended ~~March 31,~~June 30, 2010 was 35.0%, as compared to ~~26.3%~~29.1% for the ~~three~~six months ended ~~March 31,~~June 30, 2009. Excluding ~~a $10~~approximately $25 million of tax ~~benefit~~benefits primarily related to a favorable tax ruling and a decrease in unrecognized tax benefits related to the final resolution of an outstanding tax matter in the ~~three~~six months ended ~~March 31,~~June 30, 2009, the effective income tax rate for this period ~~was~~would have been approximately ~~35%~~35.0%.

~~- 69 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 2.

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

Operating results for the ~~three~~six months ended ~~March 31,~~June 30, 2010, as compared with the ~~three~~six months ended ~~March 31,~~June 30, 2009 (continued)

Operating Income and Operating Margin

GAAP

Operating income totaled ~~$654~~$1,351 million for the ~~three~~six months ended ~~March 31,~~June 30, 2010, which was an increase of ~~$383~~$819 million compared to the ~~three~~six months ended ~~March 31,~~June 30, 2009. Operating income for the ~~three~~six months ended ~~March 31,~~June 30, 2010 included the ~~full quarter~~ effect of revenue and expenses related to the acquisition of BGI and ~~$52~~$84 million of BGI integration ~~costs.~~costs as compared to $15 million of BGI transaction costs for the six months ended June 30, 2009. The transaction/integration expenses are not part of the on-going business and are principally comprised of compensation expense, legal fees, advisory payments, occupancy costs, marketing and promotional and consulting expenses.

The increase in operating income for the ~~three~~six months ended ~~March 31,~~June 30, 2010 included the effect of a ~~$953~~$1,888 million increase in investment advisory, administration fees and securities lending revenue associated with the acquired BGI AUM ~~and~~as well as growth in long-term AUM, ~~related to~~which included net ~~market appreciation and net subscriptions,~~new business during the prior twelve months, a ~~$39~~$72 million increase in performance fees revenue and a ~~$38~~$71 million increase in distribution fees and other revenue, partially offset by a ~~$22~~$20 million reduction inBlackRock Solutions and advisory revenue. The increase in total revenue is partially offset by a ~~$625~~$1,192 million net increase in operating expenses due to increases in employee compensation and benefits, direct fund expenses, general and administration expenses and amortization of intangible assets, partially offset by decreases in distribution and servicing costs and restructuring expenses.

The Company’s operating margin was ~~32.8%~~33.5% for the ~~three~~six months ended ~~March 31,~~June 30, 2010, compared to ~~27.5%~~26.4% for the ~~three~~six months ended ~~March 31,~~June 30, 2009. The increase in operating margin for ~~three~~six months ended ~~March 31,~~June 30, 2010 as compared to the ~~three~~six months ended ~~March 31,~~June 30, 2009 included the effect of the BGI Transaction, ~~an $11~~growth in long term AUM, a change in foreign currency remeasurement costs/benefits from a $16 million ~~decrease~~cost in ~~expenses as~~the six months ended June 30, 2009 to a ~~result of~~$12 million benefit in the six months ended June 30, 2010, a $10 million decline in an expense ~~recorded in first quarter 2009~~ for a potentially uncollectible ~~fee~~receivable recorded in 2009 and ~~an increase~~a decline in ~~foreign currency remeasurement benefits from $2 million in the three months ended March 31, 2009~~deferred compensation related to ~~$12 million in the three months ended March 31, 2010,~~depreciation on deferred compensation investments, partially offset by ~~$52~~a $69 million increase of BGI transaction/integration costs, an increase of $65 million in stock-based compensation expense related to ~~RSU~~additional grants into a larger number of employees at the end of January 2010, an increase in occupancy costs related to lease impairments as a result of vacating certain locations in the six months ended June 30, 2010, and an $8 million increase in amortization of intangible assets related to the finite-lived management contracts acquired in the BGI Transaction, as well as ~~the commencement of additional strategic~~increased investments to grow the ~~franchise.~~business.

As Adjusted

Operating income, as adjusted, totaled ~~$727~~$1,468 million for the ~~three~~six months ended ~~March 31,~~June 30, 2010, which was an increase of ~~$420~~$859 million compared to the ~~three~~six months ended ~~March 31,~~June 30, 2009. The increase in operating income, as adjusted, for the ~~three~~six months ended ~~March 31,~~June 30, 2010 as compared to the ~~three~~six months ended ~~March 31,~~June 30, 2009 is related to the effect of the ~~$1,008~~$2,011 million increase in total revenue, partially offset by a ~~$588~~$1,152 million increase in operating expenses due to increases in employee compensation and benefits, general and administration expenses, direct fund expenses and amortization of intangible assets, partially offset by a decrease in distribution and servicing costs.

Operating margin, as adjusted, was 38.9% and ~~37.2%~~35.8% for the ~~three~~six months ended ~~March 31,~~June 30, 2010 and 2009, respectively. The increase in operating margin reflects the initial synergies from the acquisition of BGI, ~~an $11~~a change in foreign currency remeasurement costs/benefits from a $16 million ~~decrease~~cost in ~~expenses as~~the six months ended June 30, 2009 to a ~~result of~~$12 million benefit in the six months ended June 30, 2010, and a $10 million decline in an expense ~~recorded in first quarter 2009~~ for a potentially uncollectible ~~fee and an increase~~receivable recorded in ~~foreign currency remeasurement benefits from $2 million in the three months ended March 31,~~ 2009, ~~to $12 million in the three months ended March 31, 2010,~~ partially offset by an increase of $66 million in stock-based compensation expense related to ~~RSU~~additional grants into a larger number of employees at the end of January 2010, an increase in occupancy costs related to lease impairments as a result of vacating certain locations in the six months ended June 30, 2010, and an $8 million increase in amortization of intangible assets related to the ~~commencement of additional strategic~~finite-lived management contracts acquired in the BGI Transaction, as well as increased investments to grow the ~~franchise.~~business.

~~- 70 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 2.

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

Operating results for the ~~three~~six months ended ~~March 31,~~June 30, 2010, as compared with the ~~three~~six months ended ~~March 31,~~June 30, 2009 (continued)

Net Income Attributable to BlackRock, Inc.

The components of net income attributable to BlackRock, Inc. and net income attributable to BlackRock, Inc., as adjusted, for the ~~three~~six months ended ~~March 31,~~June 30, 2010 and 2009 are as follows:


	Three months ended March 31,								Three months ended March 31,								Six Months Ended June 30,						Six Months Ended June 30,
	2010			2009					2010			2009					2010		2009				2010		2009
(Dollar amounts in millions, except per share data)	GAAP			GAAP			% Change		As adjusted			As adjusted			% Change		GAAP		GAAP		% Change		As adjusted		As adjusted		% Change
Operating income	$	654		$	271		141	%	$	727		$	307		137	%	$1,351		$532		154	%	$1,468		$609		141	%
Non-operating (expense)¹		(3	)		(157	)	98	%		(6	)		(153	)	96	%
Non-operating (expense)⁽¹⁾																	(35	)	(106	)	67	%	(34	)	(111	)	69	%
Income tax expense		(228	)		(30	)	NM			(252	)		(44	)	473	%	(461	)	(124	)	272	%	(502	)	(149	)	237	%

Net income attributable to BlackRock, Inc.	$	423		$	84		404	%	$	469		$	110		326	%	$855		$302		183	%	$932		$349		167	%

Allocation of net income attributable to BlackRock, Inc.:
Common shares	$	417		$	82		409	%	$	462		$	107		332	%
Common Shares																	$842		$294		186	%	$918		$339		171	%
Participating RSUs		6			2		200	%		7			3		133	%	13		8		63	%	14		10		40	%

Net income attributable to BlackRock, Inc.	$	423		$	84		404	%	$	469		$	110		326	%	$855		$302		183	%	$932		$349		167	%

Diluted weighted-average common shares outstanding²		192,152,251			131,797,189		46	%		192,152,251			131,797,189		46	%
Diluted weighted-average common shares outstanding⁽²⁾																	192,213,593		132,668,695		45	%	192,213,593		132,668,695		45	%
Components of Diluted earnings per common share:
Operating income																	$4.50		$2.54		77	%	$4.89		$2.91		68	%
Non-operating (expense)⁽¹⁾																	(0.12	)	(0.50	)	76	%	(0.11	)	(0.53	)	79	%
Income tax benefit (expense)																	—		0.18		(100	%)	—		0.18		(100	%)

Diluted earnings per common share	$	2.17		$	0.62		250	%	$	2.40		$	0.81		196	%	$4.38		$2.22		97	%	$4.78		$2.56		87	%

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

⁽²⁾

Series A, B, C, and D non-voting participating preferred stock are considered to be common stock equivalents for purposes of determining basic and diluted earnings per share calculations. Certain unvested restricted stock units are not included in this number as they are deemed participating securities in accordance with ASC 260-10.

GAAP

Net income attributable to BlackRock, Inc. for the ~~three~~six months ended ~~March 31,~~June 30, 2010 ~~includes~~included operating income of ~~$654~~$1,351 million, or ~~$2.18~~$4.50 per diluted common share and non-operating expenses, less net income (loss) attributable to non-controlling interests, of $3$35 million, or ~~$0.01~~$0.12 per diluted common share. Net income attributable to BlackRock, Inc. totaled ~~$423~~$855 million, or ~~$2.17~~$4.38 per diluted common share, for the ~~three~~six months ended ~~March 31,~~June 30, 2010, which was an increase of ~~$339~~$553 million, or ~~$1.55~~$2.16 per diluted common share, compared to the ~~three~~six months ended ~~March 31,~~June 30, 2009. The $2.16 per diluted common share increase included the effect of $25 million, or $0.18 per diluted common share, of tax benefits primarily related to a favorable tax ruling and a decrease in unrecognized tax benefits related to the final resolution of an outstanding tax matter received during the six months ended June 30, 2009.

PART I – FINANCIAL INFORMATION (continued)

Item 2.

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

Operating results for the six months ended June 30, 2010, as compared with the six months ended June 30, 2009 (continued)

~~- 71 -~~Net Income Attributable to BlackRock, Inc. (continued)

Net income attributable to BlackRock, Inc. of $855 million for the six months ended June 30, 2010 included the after-tax effect of the BGI integration costs of $55 million, the after-tax effect of the portion of certain LTIP awards, which will be funded through a capital contribution of BlackRock stock held by PNC of $19 million, and an expected contribution by Merrill Lynch of $3 million to fund certain compensation of former MLIM employees.

Net income attributable to BlackRock, Inc. of $302 million for the six months ended June 30, 2009 included the after-tax effect of the portion of certain LTIP awards, which will be funded through a capital contribution of BlackRock stock held by PNC of $20 million, restructuring charges of $14 million, BGI transaction costs of $10 million and an expected contribution by Merrill Lynch of $3 million to fund certain compensation of former MLIM employees, a portion of which was received by BlackRock in third quarter 2009.

As Adjusted

Exclusive of the items discussed above, diluted earnings per common share, as adjusted, of $4.78 for the six months ended June 30, 2010 increased $2.22, or 87%, compared to the six months ended June 30, 2009.

Net income attributable to BlackRock, Inc., as adjusted, for the six months ended June 30, 2010 included operating income of $1,468 million, or $4.89 per diluted common share, non-operating expenses, less net income attributable to non-controlling interests, of $34 million, or $0.11 per diluted common share. Net income of $349 million or $2.56 per diluted common share attributable to BlackRock, Inc., as adjusted, for the six months ended June 30, 2009 included the effect of $25 million or $0.18 per diluted common share of tax benefits related to a favorable tax ruling and a decrease in unrecognized tax benefits related to the final resolution of an outstanding tax matter received during the six months ended June 30, 2009. Diluted earnings per common share, as adjusted, is described in more detail in the Overview to Management’s Discussion and Analysis of Financial Condition and Results of Operations.

PART I—I – FINANCIAL INFORMATION (continued)

Item 2.

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

Operating results for the three months ended ~~March 31,~~June 30, 2010, as compared with the three months ended March 31, ~~2009~~2010

Revenue


	Three Months Ended		Variance
	June 30,	March 31,	Variance
(Dollar amounts in millions)	2010	2010	Amount		% Change
Investment advisory, administration fees and securities lending revenue:
Equity
Index	$521	$489	$32		7	%
Active	460	461	(1	)	—	%
Fixed income
Index	99	96	3		3	%
Active	257	254	3		1	%
Multi-asset class	175	166	9		5	%
Alternative	154	155	(1	)	(1	%)
Cash management	126	132	(6	)	(5	%)

Total	1,792	1,753	39		2	%
Investment advisory performance fees
Equity	18	5	13		260	%
Fixed income	9	13	(4	)	(31	%)
Multi-asset class	2	1	1		100	%
Alternative	21	31	(10	)	(32	%)

Total	50	50	—		—	%
BlackRock Solutionsand advisory	114	113	1		1	%
Distribution fees	32	28	4		14	%
Other revenue	44	51	(7	)	(14	%)

Total revenue	$2,032	$1,995	$37		2	%

Total revenue for the three months ended June 30, 2010 increased $37 million, or 2%, to $2,032 million, compared with $1,995 million for the three months ended March 31, 2010. The $37 million increase was primarily the result of a $39 million increase in total investment advisory, administration fees and securities lending revenue, a $4 million increase in distribution fees, partially offset by a $7 million decrease in other revenue.

PART I – FINANCIAL INFORMATION (continued)

Item 2.

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

Operating results for the three months ended June 30, 2010, as compared with the three months ended March 31, 2010 (continued)

Revenue (continued)

Investment Advisory, Administration Fees and Securities Lending Revenue

The increase in investment advisory, administration fees and securities lending revenues of $39 million for the three months ended June 30, 2010, compared with the three months ended March 31, 2010, primarily related to approximately a $41 million increase in securities lending fees due to an increase in average loan balances on international securities and the effect of one more revenue day for the three months ended June 30, 2010, partially offset by a decline in fees from equity and cash management products due to lower average AUM.

Performance Fees

Investment advisory performance fees were $50 million for the three months ended June 30, 2010, as compared to $50 million for the three months ended March 31, 2010. Performance fees increased $13 million from equity products, primarily related to regional/country and sector equity strategies, offset by a decrease in performance fees from alternative hedge funds and fixed income products.

BlackRock Solutions and Advisory

BlackRock Solutions and advisory revenue for the three months ended June 30, 2010 was $114 million as compared to $113 million for the three months ended March 31, 2010. The increase is primarily due to additional Aladdin mandates.

Other Revenue


	Three Months Ended
	June 30,	March 31,	Variance
(Dollar amounts in millions)	2010	2010	Amount		% Change
Other revenue:
Transition management service fees	$11	$18	($7	)	(39	%)
Commissions revenue	9	9	—		—	%
iPath marketing fees⁽¹⁾	7	6	1		17	%
Equity method investment earnings⁽²⁾	5	6	(1	)	(17	%)
Other miscellaneous revenue	12	12	—		—	%

Total other revenue	$44	$51	($7	)	(14	%)

⁽¹⁾	Related to exchange traded notes issued by Barclays.

⁽²⁾	Related to operating and advisory company investments.

Other revenue of $44 million for the three months ended June 30, 2010 decreased $7 million, or 14%, compared with the three months ended March 31, 2010. The decrease in other revenue was primarily the result of a $7 million decrease in fees earned for transition management services.

PART I – FINANCIAL INFORMATION (continued)

Item 2.

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

Operating results for the three months ended June 30, 2010, as compared with the three months ended March 31, 2010 (continued)

Expenses


	Three Months Ended
	June 30,		March 31,	Variance
(Dollar amounts in millions)	2010		2010	Amount		% Change
Expenses:
Employee compensation and benefits	$709		$773	($64	)	(8	%)
Distribution and servicing costs	97		100	(3	)	(3	%)
Amortization of deferred sales commissions	27		26	1		4	%
Direct fund expenses	122		113	9		8	%
General and administration	340		289	51		18	%
Amortization of intangible assets	40		40	—		—	%

Total expenses, GAAP	$1,335		$1,341	($6	)	—	%

Total expenses, GAAP	$1,335		$1,341	($6	)	—	%
Less: Non-GAAP adjustments:
BGI integration costs
Employee compensation and benefits	4		18	(14	)	(78	%)
General and administration	28		34	(6	)	(18	%)

Total BGI integration costs	32		52	(20	)	(38	%)
PNC LTIP funding obligation	14		15	(1	)	(7	%)
Merrill Lynch compensation contribution	2		3	(1	)	(33	%)
Compensation expense related to appreciation (depreciation) on deferred compensation plans	(4	)	3	(7	)	NM

Total non-GAAP adjustments	44		73	(29	)	(40	%)

Total expenses, as adjusted	$1,291		$1,268	$23		2	%

NM – Not Meaningful

Total GAAP expenses decreased $6 million, to $1,335 million for the three months ended June 30, 2010, compared to $1,341 million for the three months ended March 31, 2010. Excluding certain items deemed non-recurring by management or transactions that ultimately will not affect the Company’s book value, total expenses, as adjusted, increased $23 million, or 2%. The increase in total expenses, as adjusted, was primarily attributable to increases in general and administration expenses and direct fund expenses, partially offset by a reduction in employee compensation and benefits and distribution and servicing costs.

PART I – FINANCIAL INFORMATION (continued)

Item 2.

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

Operating results for the three months ended June 30, 2010, as compared with the three months ended March 31, 2010 (continued)

Expenses (continued)

Employee Compensation and Benefits


	Three Months Ended
	June 30, 2010		March 31, 2010	Variance
(Dollar amounts in millions)	June 30, 2010		March 31, 2010	Amount		% Change
Employee compensation and benefits, GAAP expenses:	$709		$773	($64	)	(8	%)
Less: Non-GAAP adjustments:
BGI integration costs	4		18	(14	)	(78	%)
PNC LTIP funding obligation	14		15	(1	)	(7	%)
Merrill Lynch compensation contribution	2		3	(1	)	(33	%)
Compensation expense related to appreciation (depreciation) on deferred compensation plans	(4	)	3	(7	)	NM

Total non-GAAP adjustments	16		39	(23	)	(59	%)

Employee compensation and benefits, as adjusted	$693		$734	($41	)	(6	%)

NM – Not Meaningful

Employee compensation and benefits expense decreased $64 million, or 8%, to $709 million, for the three months ended June 30, 2010, compared to $773 million for the three months ended March 31, 2010.

The decrease in employee compensation and benefits expense, after excluding a $14 million decrease of BGI integration costs, was attributable to a $26 million decrease in incentive compensation, including the effect of $7 million related to depreciation on deferred compensation investments and a $22 million decrease in employer payroll taxes related to higher expenses for the three months ended March 31, 2010 due to the vesting of a portion of annual stock-based awards.

Distribution and Servicing Costs

Distribution and servicing costs decreased $3 million to $97 million for the three months ended June 30, 2010, compared to $100 million for the three months ended March 31, 2010. These costs include payments to Bank of America/Merrill Lynch under a global distribution agreement, PNC and Barclays as well as other third parties, primarily associated with the distribution and servicing of client investments in certain BlackRock products. The $3 million decrease primarily related to lower levels of average cash management AUM, resulting in lower levels of distribution costs.

Distribution and servicing costs for the three months ended June 30, 2010 included $59 million of costs attributable to Bank of America/Merrill Lynch and affiliates and $4 million of costs attributable to PNC and affiliates as compared to $59 million and $5 million, respectively, in the three months ended March 31, 2010. Distribution and servicing costs related to other third parties, including Barclays, decreased $2 million to $34 million for the three months ended June 30, 2010, as compared to $36 million for the three months ended March 31, 2010.

Direct Fund Expenses

Direct fund expenses of $122 million for the three months ended June 30, 2010 increased $9 million compared to $113 million for the three months ended March 31, 2010. These costs primarily include legacy BGI funds subject to these arrangements, under which BlackRock pays certain fund expenses. The $9 million increase was primarily due to higher shareholder reporting, professional services, exchange listing and registrar costs.

PART I – FINANCIAL INFORMATION (continued)

Item 2.

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

Operating results for the three months ended June 30, 2010, as compared with the three months ended March 31, 2010 (continued)

Expenses (continued)

General and Administration Expenses


	Three Months Ended
	June 30, 2010	March 31, 2010	Variance
(Dollar amounts in millions)	June 30, 2010	March 31, 2010	Amount		% Change
General and administration expenses:
Marketing and promotional	$89	$70	$19		27	%
Occupancy	84	68	16		24	%
Portfolio services	42	41	1		2	%
Technology	42	39	3		8	%
Professional services	28	32	(4	)	(13	%)
Other general and administration	55	39	16		41	%

Total general and administration expenses, GAAP	$340	$289	$51		18	%

Less: BGI integration costs	28	34	(6	)	(18	%)

Total general and administration expenses, as adjusted	$312	$255	$57		22	%

General and administration expenses increased $51 million, or 18%, for the three months ended June 30, 2010 compared with the three months ended March 31, 2010.

BGI Integration Costs

General and administration expenses in the three months ended June 30, 2010 included $15 million, $8 million, $3 million and $2 million of marketing and promotional, occupancy, professional services, and other general and administration expenses, respectively, related to the integration of BGI. General and administration expenses in the three months ended March 31, 2010 included $16 million, $9 million, $4 million, $2 million and $3 million of marketing and promotional, professional services, occupancy, technology, and other general and administration expenses, respectively, related to the integration of BGI.

General and Administration Expenses, as Adjusted

Excluding the BGI integration expenses, general and administration expenses, as adjusted, increased $57 million, or 22%, for the three months ended June 30, 2010 compared to the three months ended March 31, 2010.

The $57 million increase related to $20 million of marketing and promotional costs, including travel, entertainment and advertising costs, $12 million in occupancy costs primarily related to lease impairments to vacate certain locations as well as the full quarter effect of lease expense for Drapers Gardens in the United Kingdom, a $12 million decrease in foreign currency remeasurement benefits and a $13 million increase in other expenses, including technology and VAT expenses.

PART I – FINANCIAL INFORMATION (continued)

Item 2.

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

Operating results for the three months ended June 30, 2010, as compared with the three months ended March 31, 2010 (continued)

Non-operating results for the three months ended June 30, 2010, as compared with the three months ended March 31, 2010

Non-Operating Income (Expense), Less Net Income (Loss) Attributable to Non-Controlling Interests

Non-operating income (expense), less net income (loss) attributable to non-controlling interests for the three months ended June 30, 2010 and March 31, 2010 was as follows:


	Three Months Ended
	June 30, 2010		March 31, 2010		Variance
(Dollar amounts in millions)	June 30, 2010		March 31, 2010		Amount		% Change
Non-operating income (expense), GAAP basis	($75	)	$2		($77	)	NM
Less: Net income (loss) attributable to NCI, related to:
Investment activities	(14	)	4		(18	)	NM
Consolidated variable interest entities	(29	)	1		(30	)	NM

Non-operating (expense)⁽¹⁾	(32	)	(3	)	(29	)	NM
Compensation expense related to (appreciation) depreciation on deferred compensation plans	4		(3	)	7		NM

Non-operating (expense), as adjusted⁽¹⁾	($28	)	($6	)	($22	)	(367	%)

NM – Not Meaningful

⁽¹⁾	Net of net income (loss) attributable to non-controlling interests.

PART I – FINANCIAL INFORMATION (continued)

Item 2.

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

Non-operating results for the three months ended June 30, 2010, as compared with the three months ended March 31, 2010 (continued)

Non-Operating Income (Expense), Less Net Income (Loss) Attributable to Non-Controlling Interests (continued)

The components of non-operating income (expense), less net income (loss) attributable to non-controlling interests, for the three months ended June 30, 2010 and March 31, 2010 were as follows:


	Three Months Ended
	June 30, 2010		March 31, 2010		Variance
(Dollar amounts in millions)	June 30, 2010		March 31, 2010		Amount		% Change
Net gain (loss) on investments⁽¹⁾
Private equity	($10	)	$8		($18	)	NM
Real estate	2		(1	)	3		NM
Distressed credit/mortgage funds	5		20		(15	)	(75	%)
Hedge funds/funds of hedge funds	1		6		(5	)	(83	%)
Other investments⁽²⁾	7		(3	)	10		NM

Sub-total	5		30		(25	)	(83	%)
Investments related to deferred compensation plans	(4	)	3		(7	)	NM

Total net gain (loss) on investments	1		33		(32	)	(97	%)
Interest and dividend income	5		4		1		25	%
Interest expense	(38	)	(40	)	2		(5	%)

Net interest expense	(33	)	(36	)	3		(8	%)

Total non-operating income (expense)⁽¹⁾	(32	)	(3	)	(29	)	NM
Compensation expense related to (appreciation) depreciation on deferred compensation plans	4		(3	)	7		NM

Non-operating income (expense), as adjusted⁽¹⁾	($28	)	($6	)	($22	)	(367	%)

NM – Not Meaningful

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

⁽²⁾	Includes net gains / (losses) related to equity and fixed income investments and BlackRock’s seed capital hedging program.

PART I – FINANCIAL INFORMATION (continued)

Item 2.

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

Non-operating results for the three months ended June 30, 2010, as compared with the three months ended March 31, 2010 (continued)

Non-Operating Income (Expense), Less Net Income (Loss) Attributable to Non-Controlling Interests (continued)

Non-operating expense, less net income (loss) attributable to non-controlling interests, increased $29 million to $32 million for the three months ended June 30, 2010, as compared to $3 million non-operating expense for the three months ended March 31, 2010. The $32 million non-operating expense, net of non-controlling interests, was comprised of $33 million of net interest expense, $4 million of negative valuations related to hedges of deferred compensation and $5 million of net positive valuations on balance sheet co-investments.

The $5 million net gain on investments related to the Company’s co-investments and seed investments, which included net gains in distressed credit/mortgage funds of $5 million, hedge funds/funds of hedge funds of $1 million, real estate equity/debt products of $2 million and other investments of $7 million, offset by a $10 million decrease in valuations from private equity investments.

The $29 million increase in non-operating expense, net of net income (loss) attributable to non-controlling interests, was related to a $25 million decrease in valuation gains on co-investments and a $7 million decrease in valuations related to hedges of deferred compensation plans, offset by a $3 million decrease in net interest expense. The $25 million net decrease in valuations gains on co-investments primarily related to lower gains of $15 million and $5 million from distressed credit/mortgage funds and hedge funds/funds of hedge funds, respectively, a decrease in valuations of $18 million for private equity products, partially offset by higher valuations of $10 million for other investments and $3 million for real estate products.

Income Tax Expense

Income tax expense was $233 million and $228 million for the three months ended June 30, 2010 and March 31, 2010, respectively. The effective income tax rate for both the three months ended June 30, 2010 and March 31, 2010 was 35.0%.

PART I – FINANCIAL INFORMATION (continued)

Item 2.

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

Operating results for the three months ended June 30, 2010, as compared with the three months ended March 31, 2010 (continued)

Operating Income and Operating Margin

GAAP

Operating income totaled $697 million for the three months ended June 30, 2010, which was an increase of $43 million compared to the three months ended March 31, 2010. Operating income for the three months ended June 30, 2010 included $32 million of BGI integration costs as compared to $52 million of BGI integration costs for the three months ended March 31, 2010. The integration expenses are not part of the on-going business and are principally comprised of compensation expense, legal fees, occupancy costs, marketing and promotional and consulting expenses.

The increase in operating income for the three months ended June 30, 2010 included the effect of a $39 million increase in investment advisory, administration fees and securities lending revenue associated with an increase in average loan balances on international securities and the effect of one more revenue day in the three months ended June 30, 2010, partially offset by the effect of the decline in equity and cash management AUM due to net outflows.

The Company’s operating margin was 34.3% for the three months ended June 30, 2010 compared to 32.8% for the three months ended March 31, 2010. The increase in operating margin for three months ended June 30, 2010 as compared to the three months ended March 31, 2010 included the revenue benefits of our diversified business model while expenses included continued investments in the business as well as the effect of a $22 million decrease in employer payroll taxes incurred in the three months ended March 31, 2010 due to the vesting of a portion of annual stock-based awards and a decrease in BGI integration costs, partially offset by a $12 million decrease in foreign currency remeasurement benefits and higher occupancy costs related to new leases and impairments of existing leases.

As Adjusted

Operating income, as adjusted, totaled $741 million for the three months ended June 30, 2010 which was an increase of $14 million compared to the three months ended March 31, 2010. The increase in operating income, as adjusted, for the three months ended June 30, 2010 as compared to the three months ended March 31, 2010 is primarily related to a $39 million increase in base fees partially offset by a $23 million net increase in operating expenses primarily due to increases in general and administration and direct fund expenses, partially offset by a decrease in employee compensation and benefits.

Operating margin, as adjusted, was 38.8% and 38.9% for the three months ended June 30, 2010 and March 31, 2010, respectively. The operating margin reflects the revenue benefits of our diversified business model while expenses included continued investments in the business as well as a $22 million decrease in employer payroll taxes related to higher expenses for the three months ended March 31, 2010 due to the vesting of a portion of annual stock-based awards partially offset by a $12 million decrease in foreign currency remeasurement benefits.

PART I – FINANCIAL INFORMATION (continued)

Item 2.

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

Operating results for the three months ended June 30, 2010, as compared with the three months ended March 31, 2010 (continued)

Net Income Attributable to BlackRock, Inc.

The components of net income attributable to BlackRock, Inc. and net income attributable to BlackRock, Inc., as adjusted, for the three months ended June 30, 2010 and March 31, 2010 are as follows:


	Three Months Ended						Three Months Ended
	June 30, 2010		March 31, 2010				June 30, 2010		March 31, 2010
(Dollar amounts in millions, except per share data)	GAAP		GAAP		% Change		As adjusted		As adjusted		% Change
Operating income	$697		$654		7	%	$741		$727		2	%
Non-operating (expense)⁽¹⁾	(32	)	(3	)	NM		(28	)	(6	)	(367	%)
Income tax expense	(233	)	(228	)	2	%	(250	)	(252	)	(1	%)

Net income attributable to BlackRock, Inc.	$432		$423		2	%	$463		$469		(1	%)

Allocation of net income attributable to BlackRock, Inc.:
Common Shares	$426		$417		2	%	$456		$462		(1	%)
Participating RSUs	6		6		—	%	7		7		—	%

Net income attributable to BlackRock, Inc.	$432		$423		2	%	$463		$469		(1	%)

Diluted weighted-average common shares outstanding⁽²⁾	192,569,539		192,152,251		—	%	192,569,539		192,152,251		—	%
Components of Diluted earnings per common share:
Operating income	$2.32		$2.18		6	%	$2.46		$2.42		2	%
Non-operating (expense)⁽¹⁾	(0.11	)	(0.01	)	NM		(0.09	)	(0.02	)	(350	%)

Diluted earnings per common share	$2.21		$2.17		2	%	$2.37		$2.40		(1	%)

NM – Not Meaningful

⁽¹⁾	Net of net income (loss) attributable to non-controlling interests (redeemable and nonredeemable).

⁽²⁾

Series B and C non-voting participating preferred stock are considered to be common stock equivalents for purposes of determining basic and diluted earnings per share calculations. Certain unvested restricted stock units are not included in this number as they are deemed participating securities in accordance with ASC 260-10.

GAAP

Net income attributable to BlackRock, Inc. for the three months ended June 30, 2010 included operating income of $697 million, or $2.32 per diluted common share and non-operating expenses, less net income attributable to non-controlling interests, of $32 million, or $0.11 per diluted common share. Net income attributable to BlackRock, Inc. totaled $432 million, or $2.21 per diluted common share, for the three months ended June 30, 2010, which was an increase of $9 million, or $0.04 per diluted common share, compared to the three months ended March 31, 2010.

PART I – FINANCIAL INFORMATION (continued)

Item 2.

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

Operating results for the three months ended June 30, 2010, as compared with the three months ended March 31, 2010 (continued)

Net Income Attributable to BlackRock, Inc. (continued)

Net income attributable to BlackRock, Inc. of $423 million for the three months ended March 31, 2010 included the after-tax effect of the BGI integration costs of $34 million, the after-tax effect of the portion of certain LTIP awards, which will be funded through a capital contribution of BlackRock stock held by PNC of $10 million, and an expected contribution by Merrill Lynch of $2 million to fund certain compensation of former MLIM ~~employees.~~

Net income attributable to BlackRock, Inc. of $84 million for the three months ended March 31, 2009 included the after-tax effect of the portion of certain LTIP awards, which will be funded through a capital contribution of BlackRock stock held by PNC of $10 million, restructuring charges of $14 million and an expected contribution by Merrill Lynch of $2 million to fund certain compensation of former MLIM employees, a portion of which was received by BlackRock in third quarter 2009.

As Adjusted

Exclusive of the items discussed above, diluted earnings per common share, as adjusted, of ~~$2.40~~$2.37 for the three months ended ~~March 31,~~June 30, 2010 ~~increased $1.59,~~decreased $0.03, or ~~196%~~1%, compared to the three months ended March 31, ~~2009.~~2010.

Net income attributable to BlackRock, Inc., as adjusted, for the three months ended ~~March 31,~~June 30, 2010 ~~includes~~included operating income of ~~$727~~$741 million, or ~~$2.42~~$2.46 per diluted common share, non-operating expenses, less net income attributable to non-controlling interests, of $6$28 million, or ~~$0.02~~$0.09 per diluted common share. Diluted earnings per common share, as adjusted, is described in more detail in the Overview to Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Liquidity and Capital Resources

BlackRock Cash Flows Excluding the Impact of Consolidated Sponsored Investment Funds and VIEs

In accordance with GAAP, certain BlackRock sponsored investment funds and collateralized loan obligations (“CLOs”) are consolidated into the financial statements of BlackRock, notwithstanding the fact that BlackRock may only have a minority equity interest, if any, in these funds or CLOs. As a result, BlackRock’s condensed consolidated statements of cash flows include the cash flows of consolidated sponsored investment funds and CLOs. The Company uses an adjusted cash flow statement, which excludes the impact of consolidated sponsored investment funds and CLOs, as a supplemental non-GAAP measure to assess liquidity and capital requirements. The Company believes that its cash flows, excluding the impact of the consolidated sponsored investment funds and CLOs, provide investors with useful information on the cash flows of BlackRock relating to ~~our~~its ability to fund additional operating, investing and financing activities. BlackRock’s management does not advocate that investors consider such non-GAAP measures in isolation from, or as a substitute for its cash flow presented in accordance with GAAP.

~~- 72 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 2.

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

Liquidity and Capital Resources (continued)

BlackRock Cash Flows Excluding the Impact of Consolidated Sponsored Investment Funds and VIEs (continued)

The following table presents a reconciliation of the Company’s condensed consolidated statements of cash flows presented on a GAAP basis to the Company’s condensed consolidated statements of cash flows, excluding the impact of the cash flows of consolidated sponsored investment funds and VIEs:


(Dollar amounts in millions)	Three Months Ended March 31, 2010
(Dollar amounts in millions)													Six Months Ended June 30, 2010
(Dollar amounts in millions)	GAAP Basis			Impact on Cash Flows of Consolidated Sponsored Investment Funds			Impact on Cash Flows of Consolidated VIEs			Cash Flows Excluding Impact of Consolidated Sponsored Investment Funds and VIEs			GAAP Basis	Impact on Cash Flows of Consolidated Sponsored Investment Funds	Impact on Cash Flows of Consolidated VIEs	Cash Flows Excluding Impact of Consolidated Sponsored Investment Funds and VIEs
(Dollar amounts in millions)	$	(164	)	$	37		$	(5	)	$	(196	)	$310	$(14)	$(4)	$328
Cash flows from investing activities		(30	)		(2	)		—			(28	)	(402)	(3)	—	(399)
Cash flows from financing activities		(1,755	)		13			(4	)		(1,764	)	(2,372)	50	(5)	(2,417)
Effect of exchange rate changes on cash and cash equivalents		(56	)		—			—			(56	)	(61)	—	—	(61)

Net change in cash and cash equivalents		(2,005	)		48			(9	)		(2,044	)	(2,525)	33	(9)	(2,549)
Cash and cash equivalents, beginning of period		4,708			75			9			4,624		4,708	75	9	4,624

Cash and cash equivalents, end of period	$	2,703		$	123		$	—		$	2,580		$2,183	$108	$—	$2,075

Cash and cash equivalents, excluding cash held by consolidated sponsored investment funds and consolidated VIEs at ~~March 31,~~June 30, 2010 decreased ~~$2,044~~$2,549 million from December 31, 2009, ~~primarily~~ resulting from ~~$196~~$328 million of cash ~~outflows~~inflows from operating activities, ~~$1,764~~$2,417 million of cash outflows from financing activities, ~~$28~~$399 million of cash outflows from investing activities and a ~~$56~~$61 million decrease due to the effect of foreign exchange rate changes.

~~- 73 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 2.

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

Liquidity and Capital Resources (continued)

BlackRock Cash Flows Excluding the Impact of Consolidated Sponsored Investment Funds and VIEs (continued)

Operating Activities

Sources of BlackRock’s operating cash primarily include investment advisory, administration fees and securities lending revenue, revenues fromBlackRock Solutions and advisory products and services and mutual fund distribution fees. BlackRock uses its cash to pay compensation and benefits, distribution and servicing costs, direct fund expenses, general and administration expenses, interest and principal on the Company’s borrowings, income taxes and dividends on BlackRock’s capital stock and to purchase co-investments and seed investments, and pay for capital expenditures.

Net cash ~~outflows~~inflows from operating activities, excluding the impact of consolidated sponsored investment funds and VIEs, for the ~~three~~six months ended ~~March 31,~~June 30, 2010 primarily include the receipt of investment advisory and administration fees, securities lending revenue and other revenue offset by the payment of operating expenses incurred in the normal course of business. ~~Cash outflows~~Net cash inflows for the ~~three~~six months ended ~~March 31,~~June 30, 2010 included the effect of cash payments related to year end incentive compensation, including the payments for BGI employee compensation accruals assumed in the BGI Transaction and repayments to Barclays of approximately $258 million to settle certain non-interest bearing notes assumed in the BGI Transaction.

Investing Activities

Cash outflows from investing activities, excluding the impact of consolidated sponsored investment funds and VIEs, for the ~~three~~six months ended ~~March 31,~~June 30, 2010 were ~~$28~~$399 million and primarily included ~~$28~~$408 million of purchases of investments, including $314 million of Federal Reserve Bank stock, and ~~$44~~$66 million of purchases of property and equipment, partially offset by ~~$29~~$57 million of net proceeds from sales and maturities of investments and ~~$20~~$22 million of return of capital from equity method investees.

Financing Activities

Cash outflows from financing activities, excluding the impact of consolidated sponsored investment funds and VIEs, for the ~~three~~six months ended ~~March 31,~~June 30, 2010 were $2,417 million primarily included repayments of short-term borrowings and convertible debt of ~~$1,354~~$1,790 million and ~~$148~~$172 million, respectively, ~~$196~~$389 million of payments for cash dividends and ~~$114~~$117 million related to repurchases of common stock to satisfy tax withholding obligations of employees related to vesting of certain restricted stock awards.

~~- 74 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 2.

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

Liquidity and Capital Resources (continued)

Capital Resources

The Company manages its financial condition and funding to maintain appropriate liquidity for the business. Capital resources at ~~March 31,~~June 30, 2010 and December 31, 2009 were as follows:


	March 31,			December 31,			Variance					June 30, 2010		December 31, 2009		Variance
(Dollar amounts in millions)	2010			2009			Amount			%				December 31, 2009	Amount		% Change
Cash and cash equivalents	$	2,703		$	4,708		$	(2,005	)	(43	)%	June 30, 2010	$2,183		$4,708		($2,525)		(54	%)
Cash and cash equivalents held by consolidated sponsored investment funds¹		(123	)		(75	)		(48	)	(64	)%
Cash and cash equivalents held by consolidated sponsored investment funds⁽¹⁾												(108)		(75)		(33)		(44	%)

Subtotal		2,580			4,633			(2,053	)	(44	)%	2,075		4,633		(2,558)		(55	%)
2007 credit facility—undrawn²		2,266			2,171			95		4	%
Commercial paper³		(780	)		(2,034	)		1,254		62	%
2007 credit facility - undrawn⁽²⁾												2,266		2,171		95		4	%
Commercial paper⁽³⁾												(344)		(2,034)		1,690		83	%

Total liquidity	$	4,066		$	4,770		$	(704	)	(15	)%	$3,997		$4,770		($773)		(16	%)

Required regulatory capital⁴	$	818		$	857		$	(39	)	(5	)%
Required regulatory capital⁽⁴⁾												$865		$857		$8		1	%

⁽¹⁾	The Company may not be able to access such cash to use in its operating activities.

⁽²⁾	Excludes $134 million and $129 million of undrawn amounts at ~~March 31,~~June 30, 2010 and December 31, 2009, respectively related to Lehman Commercial Paper, Inc.

⁽³⁾	The outstanding commercial paper notes that are supported by the 2007 credit facility reduce the availability of the facility.

⁽⁴⁾	A portion of the required regulatory capital is partially met with cash and cash equivalents.

The ~~$704~~$773 million decline in total liquidity during the ~~three~~six months ended ~~March 31,~~June 30, 2010 ~~is predominantly related to~~includes the effects of the following: (i) cash payments of ~~cash bonuses related to~~ 2009 year end ~~awards.~~incentive awards, including the payments for BGI employee compensation accrual assumed in the BGI Transaction, (ii) the purchase of $314 million of Federal Reserve Bank stock, (iii) the settlement of approximately $258 million of certain non-interest bearing notes assumed in the BGI Transaction and (iv) $172 million of repayments related to convertible debt.

In addition, a significant portion of the Company’s ~~$942~~$1,251 million of net economic investments are illiquid in nature and, as such, may not be readily convertible to cash.

Operating Lease – Drapers Gardens

The lease began on February 17, 2010 (the “Effective Date”) and will continue for twenty-five years, with the option to renew for an additional five-year term. The lease provides for total annual base rental payments of approximately $22 million, which is subject to increase on each fifth anniversary of the beginning of the lease. The lease includes an initial rent free period for thirty-six months and twenty-two days following the Effective Date.

Purchase Obligations

In connection with the Drapers Gardens lease described above, the Company entered into a purchase obligation for construction services of approximately $50 million.

PART I – FINANCIAL INFORMATION (continued)

Item 2.

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

Liquidity and Capital Resources (continued)

Investment/Loan Commitments

At ~~March 31,~~June 30, 2010, the Company had ~~$301~~$297 million of various capital commitments to fund sponsored investment funds, including funds of private equity funds, real estate funds and distressed credit funds. This amount excludes additional commitments made by consolidated funds of funds to underlying third party funds as third party non-controlling interest holders have the legal obligation to fund the respective commitments of such funds of funds. Generally, the timing of the funding of these commitments is ~~unknown. Therefore, amounts~~unknown and are ~~shown to be paid upon the expiration date of the commitment. Actual payments could be made~~callable at any time prior to ~~such~~the expiration ~~date and, if~~of the commitment. These unfunded commitments are not ~~called by that date, such commitments would expire. These commitments have not been~~ recorded on the Company’s condensed consolidated statements of financial ~~condition at March 31, 2010.~~condition. The Company intends to make additional capital commitments from time to time to fund additional investment products for, and with, its clients.

Prior to ~~March 31,~~June 30, 2010, the Company was committed to provide financing of up to $60 million to Anthracite Capital, Inc. (“Anthracite”), a specialty commercial real estate finance company that was managed by a subsidiary of BlackRock. The financing is collateralized by a pledge by Anthracite of its ownership interest in a real estate debt investment fund, which is also managed by a subsidiary of BlackRock. At ~~March 31,~~June 30, 2010, $33.5 million of financing was outstanding and remains outstanding as of ~~May~~August 2010, which is past its final maturity date of March 5, 2010. At ~~March 31,~~June 30, 2010, the carrying value of the collateral was estimated to be ~~$10~~$9 million, which resulted in ~~a $2.5~~an additional $3.5 million reduction in due from related parties on the Company’s condensed consolidated statement of financial condition and an equal amount recorded in general and administrative ~~expense~~expenses on the Company’s condensed consolidated statements of income in the ~~three~~six months ended ~~March 31,~~June 30, 2010. The Company has no obligation to loan additional amounts to Anthracite under this facility. Anthracite filed a voluntary petition for relief under chapter 7 of title 11 of the U.S. Code in the U.S. Bankruptcy Court for the Southern District of New York on March 15, 2010. The management agreement between the Company and Anthracite has expired. Recovery of any amount of the financing provided by the Company in excess of the value of the collateral is not anticipated. The Company continues to evaluate the collectability of the outstanding borrowings by reviewing the carrying value of the net assets of the collateral, which fluctuates each period.

~~- 75 -~~

~~PART I—FINANCIAL INFORMATION (continued)~~

~~Item 2.~~

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

~~Liquidity and Capital Resources (continued)~~

Short-term Borrowings

2007 Credit Facility

In August 2007, the Company entered into a five-year, $2.5 billion unsecured revolving credit facility (the “2007 facility”). The 2007 facility requires the Company not to exceed a maximum leverage ratio (ratio of net debt to earnings before interest, taxes, depreciation and amortization, where net debt equals total debt less domestic unrestricted cash) of 3 to 1, which was satisfied with a ratio of less than 1 to 1 at ~~March 31,~~June 30, 2010. At ~~March 31,~~June 30, 2010, the Company had $100 million outstanding under the 2007 facility with an interest rate of ~~0.43%~~0.53% and a maturity date during ~~May~~July 2010. During July 2010, the Company rolled over the $100 million in borrowings with an interest rate of 0.51% and a maturity date during August 2010. Lehman Commercial Paper, Inc. has a $140 million participation under the 2007 facility; however, BlackRock does not expect that Lehman Commercial Paper, Inc. will honor its commitment to fund additional amounts. Bank of America, a related party, has a $140 million participation under the 2007 facility.

PART I – FINANCIAL INFORMATION (continued)

Item 2.

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

Liquidity and Capital Resources (continued)

Commercial Paper Program

On October 14, 2009, BlackRock established a commercial paper program (the “CP Program”) under which the Company may issue unsecured commercial paper notes (the “CP Notes”) on a private placement basis up to a maximum aggregate amount outstanding at any time of $3 billion. The initial proceeds of the commercial paper issuances were used to finance a portion of the BGI Transaction. Subsidiaries of Bank of America and Barclays, both related parties, as well as other third parties, act as dealers under the CP Program. At ~~March 31,~~June 30, 2010 the CP Program was supported by the 2007 facility.

The Company began to issue CP Notes under the CP Program on November 4, 2009. As of ~~March 31,~~June 30, 2010, BlackRock had ~~approximately $780~~$344 million of outstanding CP Notes with a ~~weighted average~~weighted-average interest rate of ~~0.20%~~0.31% and a ~~weighted average~~weighted-average maturity of 2212 days. As of ~~May 6,~~August 4, 2010, BlackRock had ~~$616~~$30 million of outstanding CP Notes supported by the 2007 facility with a ~~weighted average~~weighted-average interest rate of ~~0.23%~~0.43% and a ~~weighted average~~weighted-average maturity of 2319 days. The Company expects that the outstanding balance of CP Notes may fluctuate throughout the remainder of the year.

Japan Commitment-line

In June ~~2009,~~2010, BlackRock Japan Co., Ltd., a ~~wholly owned~~wholly-owned subsidiary of the Company, renewed its five billion Japanese yen commitment-line agreement (the “Japan Commitment-line”) for a term of ~~one year.~~three months. The Japan Commitment-line is intended to provide liquidity and flexibility for operating requirements in Japan. At ~~March 31,~~June 30, 2010, the Company had no borrowings outstanding under the Japan Commitment-line.

Convertible Debentures

In February 2005, the Company issued $250 million aggregate principal amount of convertible debentures due in 2035 and bearing interest at a rate of 2.625% per annum. Beginning in February 2009, the convertible debentures became convertible at the option of the holders at any time and on, and after, February 20, 2010 the convertible debentures became callable by the Company at any time following not more than 60 but not less than 30 days notice. During the ~~three~~six months ended ~~March 31,~~June 30, 2010, holders of ~~$148~~$172 million of debentures converted their holdings into cash and shares. At ~~March 31,~~June 30, 2010, ~~$95~~$71 million in convertible debentures were outstanding.

As of ~~March 31,~~June 30, 2010, debt service and repayment requirements, assuming the convertible debentures are fully repaid in 2010, are ~~$96~~$72 million for the remainder of 2010.

Long-term Borrowings

At June 30, 2010, long-term borrowings were $3.2 billion. During the six months ended June 30, 2010, the Company paid approximately $70 million related to interest on long-term borrowings. Debt service and repayment requirements are $70 million for the remainder of 2010, $140 million in 2011, $640 million in 2012, $129 million in 2013, $1,129 million in 2014, and $94 million in 2015.

Other 2010 Cash Uses

Settlement of Acquisition Related Liabilities with Barclays

As certain acquired BGI receivables are collected, the Company will pay Barclays approximately $330 million, which was recorded as of December 31, 2009 in due to related parties on the condensed consolidated statement of financial condition, to settle certain non-interest bearing notes assumed in the BGI Transaction. As of June 2010, the Company had repaid approximately $258 million. In addition, ~~through May 6,~~in July 2010 ~~holders~~the Company repaid approximately $15 million and it is anticipated that substantially all of ~~an additional $24~~the remainder of the notes will be repaid during the remainder of 2010.

Federal Reserve Bank stock

BlackRock Institutional Trust Company, N.A. (“BTC”), a wholly-owned subsidiary of the Company, purchased $314 million of ~~debentures elected~~additional Federal Reserve Bank stock during the second quarter of 2010 pursuant to ~~convert their holdings into cash and shares.~~its regulatory requirements. Additional purchases of Federal Reserve Bank stock, pursuant to BTC’s regulatory requirements, may be required; however, such amounts are not expected to be material.

SSR Transaction

~~- 76 -~~In connection with the SSR Transaction, which closed in January 2005, the Company made a final contingent payment in August 2010 of approximately $9 million.

PART I—I – FINANCIAL INFORMATION (continued)

Item 2.

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

Liquidity and Capital Resources (continued)

Approval to Repurchase up to 5,100,000 shares

Contingent Payments Related to Quellos Transaction

In connection with the Quellos Transaction, Quellos is entitled to receive two contingent payments, subject to achieving certain investment advisory base and performance fee measures through December 31, 2010, totaling up to an additional $969 million in a combination of cash and stock.

During second quarter 2009, the Company determined the amount of the first contingent payment to be $219 million, of which $11 million was previously paid in cash during 2008. Of the remaining $208 million, during second quarter 2009, $156 million was paid in cash and $52 million was paid in common stock, or approximately 330,000 shares based on a price of $157.33 per share.

The second contingent payment, of up to $595 million, is payable in cash in 2011. Quellos also may ~~also~~ be entitled to a “catch-up” payment in 2011 if certain investment advisory base fee measures are met through 2010 as the value of the first contingent payment was less than $374 million. A portion of the second contingent payment, not to exceed $90 million, may be paid to Quellos based on factors including the continued employment of certain employees with BlackRock. Therefore, this portion, not to exceed $90 million, would be recorded as employee compensation.

~~Other Cash Uses~~

As certain acquired BGI receivables are collected, the Company will pay Barclays approximately $330 million, which was recorded as of December 31, 2009 in due to related parties on the condensed consolidated statement of financial condition, to settle certain non-interest bearing notes assumed in the BGI Transaction. As of March 2010, the Company had repaid approximately $100 million. In addition, in April 2010 the Company repaid approximately $155 million and it is anticipated that substantially all of the remainder of the notes will be repaid during the remainder of 2010.

In addition, BlackRock Institutional Trust Company, N.A. (“BTC”), a wholly-owned subsidiary of the Company, may be required to purchase approximately $300 million of additional Federal Reserve Bank stock during the second quarter of 2010 pursuant to its regulatory requirements.

~~- 77 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 2.

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

Liquidity and Capital Resources (continued)

Barclays Support of Certain Securities Lending Related Cash Funds

Barclays has provided capital support agreements to support certain securities lending related cash management products acquired by BlackRock in the BGI Transaction. Pursuant to the terms of the capital support agreements, Barclays agreed to cover losses on covered securities within the products in the aggregate of up to $2.2 billion from December 1, 2009 through December 1, ~~2013.~~2013 or until certain criteria are met. BlackRock and Barclays have procedures in place to determine loss events on covered securities within the products and to ensure support payments from Barclays. At ~~March~~June 30, 2010, Barclays’ remaining maximum potential obligation in the aggregate under the capital support agreements was ~~$2.2~~$2.1 billion. At ~~March 31,~~June 30, 2010, BlackRock concluded that although these funds were variable interest entities, it was not the primary beneficiary of these funds.

Net Capital Requirements

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

BTC is chartered as a national bank that does not accept client deposits and whose powers are limited to trust activities. BTC provides investment management services, including investment advisory and securities lending agency services to institutional investors and other clients. BTC is subject to various regulatory capital and liquid asset requirements administered by Federal banking agencies.

~~- 78 -~~

PART I—I – FINANCIAL INFORMATION (continued)

Item 2.

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

Critical Accounting Policies

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ significantly from those estimates. In addition to Consolidation of Variable Interest Entities (“VIEs”) and Fair Value Measurements, discussed below, see Note 2, Significant Accounting Policies, toin the Company’s condensed consolidated financial statements contained in Part I, Item 1 of this ~~filing.~~filing and the Company’s Significant Accounting Policies in Management’s Discussion and Analysis of Financial Condition and Results of Operations in BlackRock’s 2009 Annual Report on Form 10-K filed with the SEC on March 10, 2010 for details on Significant Accounting Policies.

~~Fair Value Measurements~~Consolidation of Variable Interest Entities

In June 2009, the FASB issued ASU 2009-17,Improvements to Financial Reporting by Enterprises Involved withVariable Interest Entities(“ASU 2009-17”), which became effective for BlackRock ~~reports its investments~~ on January 1, 2010. In February 2010 the FASB issued ASU 2010-10,Amendments to Statement 167 for Certain Investment Funds(“ASU 2010-10”). This ASU defers the application of Statement of Financial Accounting Standards (“SFAS”) No. 167,Amendments to FASB Interpretation No 46(R), for a ~~GAAP basis, which includes~~reporting enterprise’s interest in an entity if certain conditions are met. In the normal course of business, the Company is the manager of various types of sponsored investment ~~balances, which are owned by~~vehicles, including collateralized debt/loan obligations (“CDOs” or “CLOs”) and sponsored investment funds, ~~that are deemed to~~which may be ~~controlled by~~considered VIEs. At June 30, 2010, the Company consolidated four VIEs, including three CLOs and one sponsored private equity fund.

CLOs

As of June 30, 2010, BlackRock was the manager of over 20 CLOs/CDOs and other securitization entities, including three CLOs, in which BlackRock, in accordance with ~~GAAP~~ASU 2009-17, was determined to be the primary beneficiary, which resulted in consolidation of these VIEs in the Company’s condensed consolidated financial statements. At June 30, 2010, the Company had $53 million, $1,257 million, $1,215 million, $6 million and ~~therefore are~~$89 million in cash and cash equivalents, bank loans and other investments, borrowings, other liabilities and appropriated retained earnings, respectively, on its condensed consolidated ~~even though~~statement of financial condition related to these consolidated CLOs. The changes in the assets and liabilities of these CLOs will have no impact on net income attributable to BlackRock, ~~may not own~~Inc.


	Additional Paid-in Capital¹			Retained Earnings			Appropriated Retained Earnings		Accumulated Other Comprehensive Income (Loss)			Common Shares held in Escrow			Treasury Stock Common			Total Stockholders’ Equity			Nonredeemable Non- controlling Interests			Nonredeemable Non- controlling Interests of Consolidated VIEs			Total Permanent Equity			Redeemable Non-controlling Interests/ Temporary Equity
December 31, 2009	$	22,129		$	2,436		$	—	$	(96	)	$	(137	)	$	(3	)	$	24,329		$	224		$	—		$	24,553		$	49
January 1, 2010 initial recognition of ASU 2009-17		—			—			114		—			—			—			114			(49	)		49			114			—
Net income		—			423			—		—			—			—			423			4			1			428			—
Dividends paid, net of dividend expense for unvested RSUs		—			(196	)		—		—			—			—			(196	)		—			—			(196	)		—
Stock-based compensation		108			—			—		—			—			—			108			—			—			108			—
PNC LTIP capital contribution		5			—			—		—			—			—			5			—			—			5			—
Exchange of common stock for preferred shares series B		128			—			—		—			—			(128	)		—			—			—			—			—
Net issuance of common shares related to employee stock transactions		(171	)		—			—		—			—			64			(107	)		—			—			(107	)		—
Convertible debt conversions		(64	)		—			—		—			—			64			—			—			—			—			—
Net tax benefit (shortfall) from stock-based compensation		41			—			—		—			—			—			41			—			—			41			—
Minimum pension liability adjustment		—			—			—		(1	)		—			—			(1	)		—			—			(1	)		—
Subscriptions/(redemptions/distributions)—non-controlling interest holders		—			—			—		—			—			—			—			(6	)		(4	)		(10	)		19
Net consolidations (deconsolidations) of sponsored investment funds		—			—			—		—			—			—			—			—			—			—			11
Other change in non-controlling interests		—			—			—		—			—			—			—			1			—			1			—
Foreign currency translation adjustments		—			—			—		(70	)		—			—			(70	)		—			—			(70	)		—
Change in net unrealized gain (loss) from available-for-sale investments, net of tax		—			—			—		2			—			—			2			—			—			2			—

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


(Dollar amounts in millions)	1 Year or less		After 1 Year through 5 Years		After 5 Years through 10 Years		After 10 Years		Total
Available-for-sale investments:
Mortgage debt	$	—	$	—	$	1	$	4	$	5
Asset-backed debt		—		—		—		10		10

Cost	$	—	$	—	$	1	$	14	$	15

Fair value	$	—	$	—	$	1	$	16	$	17

Held-to-maturity investments:
Foreign government debt	$	18	$	22	$	—	$	5	$	45
U.S. government debt		1		—		—		—		1

Amortized cost	$	19	$	22	$	—	$	5	$	46

Fair value	$	19	$	22	$	—	$	5	$	46


	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, 2010 through
January 31, 2010	4,032	²	$	236.74	—	751,400

February 1, 2010 through
February 28, 2010	514,073	^2,3	$	213.45	—	751,400

March 1, 2010 through March 31, 2010	14,640	²	$	217.05	—	751,400

Total	532,745		$	213.73	—	751,400


Exhibit No.		Description

~~10.1(1)~~ 10.1		~~Lease Agreement, dated as of February 17, 2010, among~~ BlackRock, ~~Investment Management (UK) Limited~~Inc. Amended and ~~Mourant & Co Trustees Limited~~Restated 1999 Stock Award and ~~Mourant Property Trustees Limited as Trustees of the Drapers Gardens Unit Trust for the lease of Drapers Gardens, 12 Throgmorton Avenue, London, EC2, United Kingdom.~~Incentive Plan

12.1		Computation of 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

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document


		BLACKROCK, INC. (Registrant)

Date: August 6, 2010		By:	/S/s/ ANN MARIE PETACH
			Ann Marie Petach
	Managing Director & Chief Financial Officer