UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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 ~~June~~September 30, 2013

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934.

For the transition period from to .

Commission file number 001-33099

LOGO

BlackRock, Inc.

(Exact name of registrant as specified in its charter)

Delaware

32-0174431

(State or Other Jurisdiction of

Incorporation or Organization)

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

55 East 52nd Street, New York, NY 10055

(Address of Principal Executive Offices)

(Zip Code)

(212) 810-5300

(Registrant’s Telephone Number, Including Area Code)

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


Yes		X		No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).


Yes		X		No

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


Large accelerated filer X	Accelerated filer	Non-accelerated filer
Smaller reporting company		(Do not check if a 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 ~~July~~October 31, 2013, there were ~~167,923,814~~167,090,120 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		2

	Condensed Consolidated Statements of Comprehensive Income		3

	Condensed Consolidated Statements of Changes in Equity		4

	Condensed Consolidated Statements of Cash Flows		6

	Notes to Condensed Consolidated Financial Statements		7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		4443

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		8280

Item 4.	Controls and Procedures		8583

PART II

OTHER INFORMATION



Item 1.	Legal Proceedings	8684

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	8684

Item 6.	Exhibits	8785

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements

BlackRock, Inc.

Condensed Consolidated Statements of Financial Condition

(in millions, except share data)

(unaudited)


	June 30, 2013			December 31, 2012			September 30, 2013			December 31, 2012
Assets
Cash and cash equivalents		$ 3,668			$ 4,606			$ 3,987			$ 4,606
Accounts receivable		2,249			2,250			4,311			2,250
Investments		1,773			1,750			1,878			1,750
Assets of consolidated variable interest entities:
Cash and cash equivalents		125			297			93			297
Bank loans, other investments and other assets		2,160			2,264			2,107			2,264
Separate account assets		132,846			134,768			146,646			134,768
Separate account collateral held under securities lending agreements		19,426			23,021			21,962			23,021
Property and equipment (net of accumulated depreciation of $614 and $572 at June 30, 2013 and December 31, 2012, respectively)		524			557
Intangible assets (net of accumulated amortization of $979 and $899 at June 30, 2013 and December 31, 2012, respectively)		17,322			17,402
Property and equipment (net of accumulated depreciation of $649 and $572 at September 30, 2013 and December 31, 2012, respectively)								523			557
Intangible assets (net of accumulated amortization of $1,019 and $899 at September 30, 2013 and December 31, 2012, respectively)								17,513			17,402
Goodwill		12,899			12,910			12,938			12,910
Other assets		753			626			759			626

Total assets		$193,745			$200,451			$212,717			$200,451

Liabilities
Accrued compensation and benefits		$ 948			$ 1,547			$ 1,322			$ 1,547
Accounts payable and accrued liabilities		1,271			1,055			3,322			1,055
Short-term borrowings		-			100			-			100
Liabilities of consolidated variable interest entities:
Borrowings		2,145			2,402			2,068			2,402
Other liabilities		93			103			88			103
Long-term borrowings		4,938			5,687			4,938			5,687
Separate account liabilities		132,846			134,768			146,646			134,768
Separate account collateral liabilities under securities lending agreements		19,426			23,021	��		21,962			23,021
Deferred income tax liabilities		5,318			5,293			5,237			5,293
Other liabilities		935			858			948			858

Total liabilities		167,920			174,834			186,531			174,834


Commitments and contingencies (Note 12)
Temporary equity
Redeemable noncontrolling interests		70			32			41			32
Permanent Equity
BlackRock, Inc. stockholders’ equity
Common stock, $0.01 par value;		2			2			2			2
Shares authorized: 500,000,000 at June 30, 2013 and December 31, 2012;
Shares issued: 171,252,185 at June 30, 2013 and December 31, 2012;
Shares outstanding: 168,150,018 and 168,875,304 at June 30, 2013 and December 31, 2012, respectively
Shares authorized: 500,000,000 at September 30, 2013 and December 31, 2012;
Shares issued: 171,252,185 at September 30, 2013 and December 31, 2012;
Shares outstanding: 167,277,854 and 168,875,304 at September 30, 2013 and December 31, 2012, respectively
Preferred stock (Note 16)		-			-			-			-
Additional paid-in capital		19,302			19,419			19,391			19,419
Retained earnings		7,210			6,444			7,653			6,444
Appropriated retained earnings		23			29			25			29
Accumulated other comprehensive loss		(198	)		(59	)		(79	)		(59	)
Treasury stock, common, at cost (3,102,167 and 2,376,881 shares held at June 30, 2013 and December 31, 2012, respectively)		(750	)		(432	)
Treasury stock, common, at cost (3,974,331 and 2,376,881 shares held at September 30, 2013 and December 31, 2012, respectively)								(993	)		(432	)

Total BlackRock, Inc. stockholders’ equity		25,589			25,403			25,999			25,403
Nonredeemable noncontrolling interests		142			155			127			155
Nonredeemable noncontrolling interests of consolidated variable interest entities		24			27			19			27

Total permanent equity		25,755			25,585			26,145			25,585

Total liabilities, temporary equity and permanent equity		$193,745			$200,451			$212,717			$200,451

See accompanying notes to condensed consolidated financial statements.

BlackRock, Inc.

Condensed Consolidated Statements of Income

(in millions, except ~~per~~ share data)

(unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,						Nine Months Ended September 30,
	2013		2012		2013		2012		2013			2012			2013			2012
Revenue
Investment advisory, administration fees and securities lending revenue
Related parties		$1,470		$1,272		$2,925		$2,586		$1,478			$1,319			$4,403			$3,900
Other third parties		707		718		1,381		1,381		675			705			2,056			2,091

Total investment advisory, administration fees and securities lending revenue		2,177		1,990		4,306		3,967		2,153			2,024			6,459			5,991
Investment advisory performance fees		89		41		197		121		96			103			293			224
BlackRock Solutions and advisory		138		131		264		254		156			128			420			382
Distribution fees		18		20		35		39		19			19			54			58
Other revenue		60		47		129		97		48			46			177			143

Total revenue		2,482		2,229		4,931		4,478		2,472			2,320			7,403			6,798
Expenses
Employee compensation and benefits		864		786		1,769		1,611		866			828			2,635			2,439
Distribution and servicing costs		90		93		181		188		85			94			266			282
Amortization of deferred sales commissions		12		14		24		30		14			13			38			43
Direct fund expenses		162		144		323		296		167			144			490			440
General and administration		465		324		796		631		334			327			1,130			958
Amortization of intangible assets		40		39		80		78		40			39			120			117

Total expenses		1,633		1,400		3,173		2,834		1,506			1,445			4,679			4,279

Operating income		849		829		1,758		1,644		966			875			2,724			2,519
Non-operating income (expense)
Nonoperating income (expense)
Net gain (loss) on investments		141		(7)		203		68		32			75			235			143
Net gain (loss) on consolidated variable interest entities		(23)		11		4		(1)		(6	)		2			(2	)		1
Interest and dividend income		4		8		10		17		8			10			18			27
Interest expense		(53)		(52)		(107)		(101)		(52	)		(57	)		(159	)		(158	)

Total non-operating income (expense)		69		(40)		110		(17)
Total nonoperating income (expense)										(18	)		30			92			13

Income before income taxes		918		789		1,868		1,627		948			905			2,816			2,532
Income tax expense		212		229		496		492		219			250			715			742

Net income		706		560		1,372		1,135		729			655			2,101			1,790
Less:
Net income (loss) attributable to redeemable noncontrolling interests		(1)		3		(1)		4		-			3			(1	)		7
Net income (loss) attributable to nonredeemable noncontrolling interests		(22)		3		12		5		(1	)		10			11			15

Net income attributable to BlackRock, Inc.		$729		$554		$1,361		$1,126		$730			$642			$2,091			$1,768

Earnings per share attributable to BlackRock, Inc. common stockholders:
Basic		$4.27		$3.13		$7.96		$6.32		$4.30			$3.72			$12.26			$10.02
Diluted		$4.19		$3.08		$7.81		$6.22		$4.21			$3.65			$12.02			$9.87
Cash dividends declared and paid per share		$1.68		$1.50		$3.36		$3.00		$1.68			$1.50			$5.04			$4.50
Weighted-average common shares outstanding:
Basic		170,648,731		177,010,239		170,973,462		178,016,539		169,811,633			172,359,141			170,581,930			176,116,975
Diluted		173,873,583		179,590,702		174,268,870		180,753,515		173,371,508			175,450,532			174,012,876			178,956,699

See accompanying notes to condensed consolidated financial statements.

BlackRock, Inc.

Condensed Consolidated Statements of Comprehensive Income

(in millions)

(unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,						Nine Months Ended September 30,
	2013		2012		2013		2012		2013			2012			2013			2012
Net income		$706		$560		$1,372		$1,135		$729			$655			$2,101			$1,790
Other comprehensive income (loss):
Change in net unrealized gains (losses) from available-for-sale investments, net of tax:
Unrealized holding gains (losses), net of tax⁽¹⁾		(21)		(4)		(17)		2		2			10			3			12
Less: reclassification adjustment included in net income⁽²⁾		(12)		(2)		(9)		(1)		1			(4	)		10			(5	)

Net change from available-for-sale investments, net of tax		(9)		(2)		(8)		3		1			14			(7	)		17
Benefit plans, net of tax⁽³⁾		-		-		-		(1)		-			-			-			(1	)
Foreign currency translation adjustments		(23)		(34)		(131)		(1)		118			54			(13	)		53

Other comprehensive income (loss)		(32)		(36)		(139)		1		119			68			(20	)		69

Comprehensive income		674		524		1,233		1,136		848			723			2,081			1,859
Less: Comprehensive income (loss) attributable to noncontrolling interests		(23)		6		11		9		(1	)		13			10			22

Comprehensive income attributable to BlackRock, Inc.		$697		$518		$1,222		$1,127		$849			$710			$2,071			$1,837

⁽¹⁾

The tax benefit (expense) was $8 million and $2 million for the three months ended June 30, 2013 and 2012, respectively, and $7 million and ($1) million for the six months ended June 30, 2013 and 2012, respectively.

⁽²⁾

~~The tax benefit (expense) was ($6) million and ($4) million for the three and six months ended June 30, 2013, respectively.~~ The tax benefit (expense) was not material for the three and ~~six~~nine months ended ~~June~~September 30, 2013. The tax benefit (expense) was ($7) million for the three months ended September 30, 2012 and ($8) million for the nine months ended September 30, 2012.

⁽²⁾	The tax benefit (expense) was not material for the three and nine months ended September 30, 2013 and 2012.

⁽³⁾	The tax benefit (expense) for the ~~six~~nine months ended ~~June~~September 30, 2012 was not material.

See accompanying notes to condensed consolidated financial statements.

BlackRock, Inc.

Condensed Consolidated Statements of Changes in Equity

(in millions)

(unaudited)

Additional
Paid-in
Capital⁽¹⁾ Retained
Earnings Appropriated
Retained
Earnings Accumulated
Other
Comprehensive
Income (Loss) Treasury
Stock
Common Total
BlackRock
Stockholders’
Equity Nonredeemable
Noncontrolling
Interests Nonredeemable
Noncontrolling
Interests of
Consolidated
VIEs Total
Permanent
Equity Redeemable
Non-
controlling
Interests /
Temporary
Equity
December 31, 2012
$19,421   $6,444   $29   ($59)   ($432)   $25,403   $155   $27   $25,585   $32
Net income
-   1,361   -   -   -   1,361   8   4   1,373   (1)
Allocation of gains (losses) of consolidated collateralized loan obligations
-   -   3   -   -   3   -   (3)   -   -
Dividends paid
-   (595)   -   -   -   (595)   -   -   (595)   -
Stock-based compensation
231   -   -   -   -   231   -   -   231   -
Issuance of common shares related to employee stock transactions
(379)   -   -   -   397   18   -   -   18   -
Employee tax benefit withholdings related to employee stock transactions
-   -   -   -   (215)   (215)   -   -   (215)   -
Shares repurchased
-   -   -   -   (500)   (500)   -   -   (500)   -
Net tax benefit (shortfall) from stock-based compensation
31   -   -   -   -   31   -   -   31   -
Subscriptions (redemptions/distributions)-noncontrolling interest holders
-   -   (9)   -   -   (9)   (21)   130   100   75
Net consolidations (deconsolidations) of sponsored investment funds
-   -   -   -   -   -   -   (134)   (134)   (36)
Other comprehensive income (loss)
-   -   -   (139)   -   (139)   -   -   (139)   -

June 30, 2013
  $19,304     $7,210       $23       ($198)       ($750)       $25,589       $142       $24       $25,755         $70


	Additional Paid-in Capital⁽¹⁾		Retained Earnings		Appropriated Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock Common		Total BlackRock Stockholders’ Equity		Nonredeemable Noncontrolling Interests		Nonredeemable Noncontrolling Interests of Consolidated VIEs		Total Permanent Equity		Redeemable Noncontrolling Interests / Temporary Equity
December 31, 2012		$19,421		$6,444		$29		($59)		($432)		$25,403		$155		$27		$25,585		$32
Net income		-		2,091		-		-		-		2,091		13		(2)		2,102		(1)
Allocation of gains (losses) of consolidated collateralized loan obligations		-		-		(4)		-		-		(4)		-		4		-		-
Dividends paid		-		(882)		-		-		-		(882)		-		-		(882)		-
Stock-based compensation		339		-		-		-		1		340		-		-		340		-
Issuance of common shares related to employee stock transactions		(402)		-		-		-		422		20		-		-		20		-
Employee tax benefit withholdings related to employee stock transactions		-		-		-		-		(234)		(234)		-		-		(234)		-
Shares repurchased		-		-		-		-		(750)		(750)		-		-		(750)		-
Net tax benefit (shortfall) from stock-based compensation		35		-		-		-		-		35		-		-		35		-
Subscriptions (redemptions/distributions)-noncontrolling interest holders		-		-		-		-		-		-		(41)		124		83		104
Net consolidations (deconsolidations) of sponsored investment funds		-		-		-		-		-		-		-		(134)		(134)		(94)
Other comprehensive income (loss)		-		-		-		(20)		-		(20)		-		-		(20)		-

September 30, 2013		$19,393		$7,653		$25		($79)		($993)		$25,999		$127		$19		$26,145		$41

⁽¹⁾	Amounts include $2 million of common stock at both ~~June~~September 30, 2013 and December 31, 2012.

See accompanying notes to condensed consolidated financial statements.

BlackRock, Inc.

Condensed Consolidated Statements of Changes in Equity

(in millions)

(unaudited)


	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 Noncontrolling Interests		Nonredeemable Noncontrolling Interests of Consolidated VIEs		Total Permanent Equity		Redeemable Non- controlling Interests / Temporary Equity		Additional Paid-in Capital⁽¹⁾		Retained Earnings		Appropriated Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Common Shares Held in Escrow		Treasury Stock Common		Total BlackRock Stockholders’ Equity		Nonredeemable Noncontrolling Interests		Nonredeemable Noncontrolling Interests of Consolidated VIEs		Total Permanent Equity		Redeemable Non- controlling Interests / Temporary Equity⁽²⁾
December 31, 2011		$20,276		$5,046		$72		($127)		($1)		($218)		$25,048		$184		$38		$25,270		$92		$20,276		$5,046		$72		($127)		($1)		($218)		$25,048		$184		$38		$25,270		$92
Net income		-		1,126		-		-		-		-		1,126		6		(1)		1,131		4		-		1,768		-		-		-		-		1,768		14		1		1,783		7
Consolidation of a collateralized loan obligation⁽³⁾																								-		-		(13)		-		-		-		(13)		-		-		(13)		-
Allocation of losses of consolidated collateralized loan obligations		-		-		(2)		-		-		-		(2)		-		2		-		-		-		-		(3)		-		-		-		(3)		-		3		-		-
Dividends paid		-		(545)		-		-		-		-		(545)		-		-		(545)		-		-		(804)		-		-		-		-		(804)		-		-		(804)		-
Stock-based compensation		235		-		-		-		-		-		235		-		-		235		-		344		-		-		-		-		-		344		-		-		344		-
Merrill Lynch cash capital contribution		7		-		-		-		-		-		7		-		-		7		-		7		-		-		-		-		-		7		-		-		7		-
Issuance of common shares related to employee stock transactions		(351)		-		-		-		-		400		49		-		-		49		-		(366)		-		-		-		-		419		53		-		-		53		-
Employee tax benefit withholdings related to employee stock transactions		-		-		-		-		-		(139)		(139)		-		-		(139)		-		-		-		-		-		-		(141)		(141)		-		-		(141)		-
Shares repurchased		(1,000)		-		-		-		-		(167)		(1,167)		-		-		(1,167)		-		(1,000)		-		-		-		-		(334)		(1,334)		-		-		(1,334)		-
Net tax benefit (shortfall) from stock-based compensation		59		-		-		-		-		-		59		-		-		59		-		63		-		-		-		-		-		63		-		-		63		-
Subscriptions(redemptions/distributions)-noncontrolling interest holders		-		-		-		-		-		-		-		(12)		(5)		(17)		188
Subscriptions (redemptions/distributions)-noncontrolling interest holders																								-		-		-		-		-		-		-		(20)		(8)		(28)		221
Net consolidations (deconsolidations) of sponsored investment funds		-		-		-		-		-		-		-		-		-		-		(246)		-		-		-		-		-		-		-		(8)		-		(8)		(272)
Other comprehensive income (loss)		-		-		-		1		-		-		1		-		-		1		-		-		-		-		69		-		-		69		-		-		69		-

June 30, 2012		$19,226		$5,627		$70		($126)		($1)		($124)		$24,672		$178		$34		$24,884		$38
September 30, 2012																								$19,324		$6,010		$56		($58)		($1)		($274)		$25,057		$170		$34		$25,261		$48

⁽¹⁾	Amounts include $2 million and $1 million of common stock at ~~June~~September 30, 2012 and December 31, 2011, respectively.

⁽²⁾	Amount at September 30, 2012 includes $20 million related to variable interest entities.

⁽³⁾	Consolidated during the three months ended September 30, 2012.

See accompanying notes to condensed consolidated financial statements.

BlackRock, Inc.

Condensed Consolidated Statements of Cash Flows

(in millions)

(unaudited)


	Nine Months Ended September 30,
	2013			2012
Cash flows from operating activities
Net income		$2,101			$1,790
Adjustments to reconcile net income to cash flows from operating activities:
Depreciation and amortization		215			219
Amortization of deferred sales commissions		38			43
Stock-based compensation		340			344
Deferred income tax expense (benefit)		(44	)		(42	)
Gain related to PennyMac initial public offering		(39	)		-
Gain related to the charitable contribution		(80	)		-
Charitable contribution		124			-
Net (gains) losses on nontrading investments		(46	)		(32	)
Purchases of investments within consolidated sponsored investment funds		(45	)		(83	)
Proceeds from sales and maturities of investments within consolidated sponsored investment funds		112			48
Assets and liabilities of consolidated VIEs:
Change in cash and cash equivalents		204			(32	)
Net (gains) losses within consolidated VIEs		2			(1	)
Net (purchases) proceeds within consolidated VIEs		15			233
(Earnings) losses from equity method investees		(110	)		(124	)
Distributions of earnings from equity method investees		39			29
Changes in operating assets and liabilities:
Accounts receivable		(2,061	)		(493	)
Deferred sales commissions		(42	)		(31	)
Investments, trading		(205	)		(197	)
Other assets		(97	)		(173	)
Accrued compensation and benefits		(225	)		(199	)
Accounts payable and accrued liabilities		2,264			489
Other liabilities		16			98

Cash flows from operating activities		2,476			1,886

Cash flows from investing activities
Purchases of investments		(188	)		(397	)
Proceeds from sales and maturities of investments		225			391
Distributions of capital from equity method investees		51			51
Net consolidations (deconsolidations) of sponsored investment funds		(63	)		(208	)
Acquisitions, net of cash acquired		(240	)		(267	)
Purchases of property and equipment		(60	)		(121	)

Cash flows from investing activities		(275	)		(551	)

Cash flows from financing activities
Repayments of short-term borrowings		(100	)		-
Repayments of long-term borrowings		(750	)		-
Proceeds from long-term borrowings		-			1,495
Cash dividends paid		(882	)		(804	)
Proceeds from stock options exercised		15			47
Proceeds from issuance of common stock		5			6
Repurchases of common stock		(984	)		(1,475	)
Merrill Lynch cash capital contribution		-			7
Net proceeds from (repayments of) borrowings by consolidated VIEs		(343	)		(203	)
Net (redemptions/distributions paid) subscriptions received from noncontrolling interests holders		187			193
Excess tax benefit from stock-based compensation		40			73

Cash flows from financing activities		(2,812	)		(661	)

Effect of exchange rate changes on cash and cash equivalents		(8	)		43

Net increase (decrease) in cash and cash equivalents		(619	)		717
Cash and cash equivalents, beginning of period		4,606			3,506

Cash and cash equivalents, end of period		$3,987			$4,223

Supplemental disclosure of cash flow information:
Cash paid for:
Interest		$125			$116
Interest on borrowings of consolidated VIEs		$82			$52
Income taxes		$746			$837
Supplemental schedule of noncash investing and financing transactions:
Issuance of common stock		$402			$366
Increase (decrease) in noncontrolling interests due to net consolidation (deconsolidation) of sponsored investment funds		($228	)		($280	)
Increase (decrease) in borrowings due to consolidation of VIEs		$-			$406

See accompanying notes to condensed consolidated financial statements.

BlackRock, Inc.

~~Condensed Consolidated Statements of Cash Flows~~

~~(in millions)~~

~~(unaudited)~~

       Six Months Ended
June 30,
       2013            2012
Cash flows from operating activities

Net income
   $1,372       $1,135
Adjustments to reconcile net income to cash flows from operating activities:

Depreciation and amortization
   144       145
Amortization of deferred sales commissions
   24       30
Stock-based compensation
   231       235
Deferred income tax expense (benefit)
   37       33
Gain related to PennyMac initial public offering
   (39)       -
Gain related to the charitable contribution
   (80)       -
Charitable contribution
   124       -
Net (gains) losses on non-trading investments
   (27)       (18)
Purchases of investments within consolidated sponsored investment funds
   (47)       (70)
Proceeds from sales and maturities of investments within consolidated sponsored investment funds
   77       41
Assets and liabilities of consolidated VIEs:

Change in cash and cash equivalents
   172       10
Net (gains) losses within consolidated VIEs
   (4)       1
Net (purchases) proceeds within consolidated VIEs
   (32)       169
(Earnings) losses from equity method investees
   (85)       (59)
Distributions of earnings from equity method investees
   32       18
Changes in operating assets and liabilities:

Accounts receivable
   (15)       (122)
Deferred sales commissions
   (28)       (23)
Investments, trading
   (70)       (188)
Other assets
   (94)       (136)
Accrued compensation and benefits
   (601)       (557)
Accounts payable and accrued liabilities
   207       90
Other liabilities
   32       131




Cash flows from operating activities
   1,330       865




Cash flows from investing activities

Purchases of investments
   (182)       (274)
Proceeds from sales and maturities of investments
   203       209
Distributions of capital from equity method investees
   38       32
Net consolidations (deconsolidations) of sponsored investment funds
   (3)       (204)
Acquisitions, net of cash acquired
   -       (212)
Purchases of property and equipment
   (46)       (98)




Cash flows from investing activities
   10       (547)




Cash flows from financing activities

Repayments of short-term borrowings
   (100)       -
Repayments of long-term borrowings
   (750)       -
Proceeds from long-term borrowings
   -       1,495
Cash dividends paid
   (595)       (545)
Proceeds from stock options exercised
   15       44
Proceeds from issuance of common stock
   3       4
Repurchases of common stock
   (715)       (1,305)
Merrill Lynch cash capital contribution
   -       7
Net proceeds from (repayments of) borrowings by consolidated VIEs
   (261)       (174)
Net (redemptions/distributions paid) subscriptions received from noncontrolling interests holders
   175       171
Excess tax benefit from stock-based compensation
   35       68




Cash flows from financing activities
   (2,193)       (235)




Effect of exchange rate changes on cash and cash equivalents
   (85)       6




Net increase (decrease) in cash and cash equivalents
   (938)       89
Cash and cash equivalents, beginning of period
   4,606       3,506




Cash and cash equivalents, end of period
   $3,668       $3,595




Supplemental disclosure of cash flow information:

Cash paid for:

Interest
   $102       $92
Interest on borrowings of consolidated VIEs
   $59       $35
Income taxes
   $492       $556
Supplemental schedule of non-cash investing and financing transactions:

Issuance of common stock
   $378       $352
Increase (decrease) in noncontrolling interests due to net consolidation (deconsolidation) of sponsored investment funds
   ($170)       ($246)

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

~~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 services to institutional clients, intermediary and individual investors through various investment vehicles. Investment management services primarily consist of the management of equity, fixed income, multi-asset, alternative investment and cash management products. BlackRock offers investment products in a variety of vehicles, including open-end and closed-end mutual funds,iShares^® exchange-traded funds (“ETFs”), collective investment trusts and separate accounts. 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 June~~At September 30, 2013, The PNC Financial Services Group, Inc. (“PNC”) held ~~20.8%~~20.9% of the Company’s voting common stock and ~~21.8%~~21.9% of the Company’s capital stock, which includes outstanding common and ~~non-voting~~nonvoting preferred stock.

2. Significant Accounting Policies

Basis of ~~Presentation~~.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. Noncontrolling 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 condensed consolidated 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, 2012, which was filed with the Securities and Exchange Commission (“SEC”) on March 1, 2013 (“2012 Form 10-K”).

The interim financial information at ~~June~~September 30, 2013 and for the three and ~~six~~nine months ended ~~June~~September 30, 2013 and 2012 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.

2. Significant Accounting Policies (continued)

Fair Value ~~Measurements~~.Measurements.

Hierarchy of Fair Value Inputs. The provisions of Accounting Standards Codification (“ASC”)820-10,Fair Value Measurements and Disclosures (“ASC 820-10”), establish a hierarchy that prioritizes inputs to valuation techniques used to measure fair value and require companies to disclose the fair value of their financial instruments according to the 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.

Assets and liabilities 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 may include listed mutual funds (including those accounted for under the equity method of accounting as these mutual funds are investment companies that have publicly available net asset values (“NAVs”), which in accordance with GAAP, are calculated under fair value measures and the changes in fair values are equal to the earnings of such funds), ETFs, listed equities and certain exchange-traded 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; quotes from pricing services or brokers for which the Company can determine that orderly transactions took place at the quoted price or that the inputs used to arrive at the price are observable; and inputs other than quoted prices that are observable, such as models or other valuation methodologies. As a practical expedient, the Company relies on the NAV (or its equivalent) of certain investments as their fair value.

Level 2 assets may include debt securities, bank loans, short-term ~~floating rate~~floating-rate notes and asset-backed securities, securities held within consolidated hedge funds, certain equity method limited partnership interests in hedge funds valued based on NAV (or its equivalent) where the Company has the ability to redeem at the measurement date or within the near term without redemption restrictions, restricted public securities valued at a discount, as well as over-the-counter derivatives, including interest and inflation rate swaps and foreign currency exchange contracts that have inputs to the valuations that generally can be corroborated by observable market data.

Level 3 Inputs:

Unobservable inputs for the valuation of the asset or liability, which may include ~~non-binding~~nonbinding broker quotes. Level 3 assets include investments for which there is little, if any, market activity. These inputs require significant management judgment or estimation. Certain investments that are valued using a NAV (or its equivalent) and are subject to current redemption restrictions that will not be lifted in the near term are included in Level 3.

Level 3 assets may 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, bank loans and bonds.

2. Significant Accounting Policies (continued)

Fair Value Measurements(continued)

Level 3 liabilities include borrowings of consolidated collateralized loan obligations (“CLOs”) valued based upon ~~non-binding~~nonbinding single-broker quotes.

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.

Significance of Inputs. 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.

Valuation Techniques. The fair values of certain Level 3 assets and liabilities were determined using various methodologies as appropriate, including NAVs of underlying investments, third-party pricing vendors, broker quotes and market and income approaches. Such quotes and modeled prices are evaluated for reasonableness through various procedures, including due diligence reviews of third-party pricing vendors, variance analyses, consideration of the current market environment and other analytical procedures.

As a practical expedient, the Company relies on NAV as the fair value for certain investments. The inputs to value these investments may 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 from third-party sources including independent appraisals. 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 as an input to value these investments.

A significant amount of inputs used to value equity, debt securities and bank loans is sourced from well-recognized third-party pricing vendors. Generally, prices obtained from pricing vendors are categorized as Level 1 inputs for identical securities traded in active markets and as Level 2 for other similar securities if the vendor uses observable inputs in determining the price. Annually, BlackRock’s internal valuation committee or other designated groups review both the valuation methodologies, including the general assumptions and methods used to value various asset classes, and operational processes with these vendors. In addition, on a quarterly basis, meetings are held with the vendors to identify any significant changes to the vendors’ processes.

In addition, quotes obtained from brokers generally are ~~non-binding~~nonbinding and categorized as Level 3 inputs. However, if the Company is able to determine that market participants have transacted for the asset in an orderly manner near the quoted price or if the Company can determine that the inputs used by the broker are observable, the quote is classified as a Level 2 input.

2. Significant Accounting Policies (continued)

Fair Value Measurements (continued)

Fair Value Option. ASC 825-10,Financial Instruments (“ASC 825-10”), provides a fair value option election that allows companies an irrevocable election to use fair value as the initial and

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

~~Fair Value Measurements~~~~(continued)~~

subsequent accounting 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, which must be applied to an entire instrument, and not only specified risks, specific cash flows, or portions of that 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.

Derivative Instruments and Hedging Activities. ASC 815-10,Derivatives and Hedging(“ASC 815-10”), establishes accounting and reporting standards for derivative instruments, including certain derivatives embedded in other contracts and for hedging activities. ASC 815-10 generally requires an entity to recognize all derivatives as either assets or liabilities on the condensed consolidated statements of financial condition and to measure those investments at fair value.

The Company does not use derivative financial instruments for trading or speculative purposes. The Company uses derivative financial instruments primarily for purposes of hedging: (i) exposures to fluctuations in foreign currency exchange rates of certain assets and liabilities, (ii) market exposures for certain seed investments and (iii) future cash flows on floating-rate notes. The Company may also use derivatives within its separate account assets, which are segregated funds held for purposes of funding individual and group pension contracts. In addition, certain consolidated sponsored investment funds may also invest in derivatives as a part of their investment strategy.

Changes in the fair value of the Company’s derivative financial instruments are generally recognized in earnings and, where applicable, are offset by the corresponding gain or loss on the related foreign-denominated assets or liabilities or hedged investments, on the condensed consolidated statements of income.

Separate Account Assets and Liabilities.Separate account assets are maintained by BlackRock Life Limited, a wholly owned subsidiary of the Company, which is a registered life insurance company in the United Kingdom, and represent segregated assets held for purposes of funding individual and group pension contracts. The life insurance company does not underwrite any insurance contracts that involve any insurance risk transfer from the insured to the life insurance company. The separate ~~accounts~~account assets primarily include equity, debt securities, money market funds and derivatives. The separate account assets are not subject to general claims of the creditors of BlackRock. These separate account assets and the related equal and offsetting liabilities are recorded as separate account assets and separate account liabilities on the condensed consolidated statements of financial condition in accordance with the ASC 944-80,Financial Services – Separate Accounts.

The net investment income attributable to separate account assets supporting individual and group pension contracts accrues directly to the contract owner and is not reported on the condensed consolidated statements of income. While BlackRock has no economic interest in these separate account assets and liabilities, BlackRock earns policy administration and management fees associated with these products, which are included in investment advisory, administration fees and securities lending revenue on the condensed consolidated statements of income.

2. Significant Accounting Policies (continued)

~~Fair Value Measurements~~~~(continued)~~

Separate Account Collateral Assets Held and Liabilities Under Securities Lending Agreements. The Company facilitates securities lending arrangements whereby securities held by separate ~~account assets~~accounts maintained by BlackRock Life Limited are lent to third parties under global master securities lending agreements. In exchange, the Company receives collateral with minimum values generally ranging from approximately 102% to 112% of the value of the securities lent in order to reduce counterparty risk. The required collateral value is calculated on a daily basis. The global master securities lending agreements provide the Company, in the event of customer default, the right to liquidate collateral or to request additional collateral. Under the Company’s securities lending arrangements, the Company can resell or re-pledge the collateral and the borrower can resell or re-pledge the loaned securities. The securities lending transactions entered into by the Company are accompanied by an agreement that entitles the Company to request the borrower to return the securities at any time; therefore, these transactions are not reported as sales under ASC 860,Transfers and Servicing.

As a result of the Company’s ability to resell or re-pledge the collateral, the Company records on the condensed consolidated statements of financial condition the cash and ~~non-cash~~noncash collateral received under these arrangements as its own asset in addition to an equal and offsetting collateral liability for the obligation to return the collateral. During the ~~six~~nine months ended ~~June~~September 30, 2013 and 2012, the Company had not re-sold or re-pledged any of the collateral received under these arrangements. At ~~June~~September 30, 2013 and December 31, 2012, the fair value of loaned securities held by separate account assets was approximately ~~$17.7~~$20.2 billion and $21.0 billion, respectively, and the fair value of the collateral held under these securities lending agreements was approximately ~~$19.4~~$22.0 billion and $23.0 billion, respectively.

Appropriated Retained Earnings. Upon the initial consolidation of CLOs, BlackRock records a cumulative effect adjustment to appropriated retained earnings on the condensed consolidated statements 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. The net change in the fair value of the CLOs’ assets and liabilities is recorded as net income (loss) attributable to nonredeemable noncontrolling interests and as an adjustment to appropriated retained earnings.

Accounting Pronouncements Adopted in the ~~Six~~Nine Months Ended ~~June~~September 30, 2013

Amendments to Accumulated Other Comprehensive Income Disclosures. On February 5, 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-02,Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU 2013-02”), which added new disclosure requirements for items reclassified out of accumulated other comprehensive income (“AOCI”). See Note 15,Accumulated Other Comprehensive Income (Loss).

Disclosures About Offsetting Assets and Liabilities. On December 16, 2011, the FASB issued ASU 2011-11,Disclosures About Offsetting Assets and Liabilities (“ASU 2011-11”), which ~~creates~~created new disclosure requirements about the nature of an entity’s rights of setoff and related arrangements associated with its financial instruments and derivative instruments. On January 31, 2013, the FASB issued ASU 2013-01,Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities(“ASU 2013-01”), that provides clarification about which instruments and transactions are subject to ASU 2011-11. The adoption of ASU 2011-11 and ASU 2013-01 on January 1, 2013 was not material to the condensed consolidated financial statements.

2. Significant Accounting Policies (continued)

Benchmark Interest Rate for Hedge Accounting. In July 2013, the FASB issued ASU 2013-10,Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes(“ASU 2013-10”). ASU 2013-10 provides for the inclusion of certain interest rate benchmarks for hedge accounting purposes. The adoption of ASU 2013-10 in the third quarter 2013 did not have a material impact on the condensed consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

Cumulative Translation Adjustment. In March 2013, the FASB issued ASU 2013-05,Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries orGroups of Assets within a Foreign Entity or of an Investment in a Foreign Entity(“ASU 2013-05”). ASU 2013-05 addresses the accounting for the cumulative translation adjustment when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. ASU 2013-05 is effective for the Company on January 1, 2014. The Company does not believe the adoption of ASU 2013-05 will have a material impact on the condensed consolidated financial statements.

Investment Company Guidance. In June 2013, the FASB issued ASU 2013-08,Financial Services — Investment Companies: Amendments to the Scope, Measurement, and Disclosure Requirements(“ASU 2013-08”). ASU 2013-08 amends the current criteria for an entity to qualify as an investment company, creates new disclosure requirements and amends the measurement criteria for certain interests in other investment companies. ~~The Company is currently evaluating the impact of adopting~~ ASU 2013-08 ~~which~~ is effective for the Company on January 1, 2014.

~~Benchmark Interest Rate for Hedge Accounting.~~ ~~In July 2013, the FASB issued ASU 2013-10,~~~~Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes~~(“ASU 2013-10”). ASU 2013-10 provides for the inclusion of certain interest rate benchmarks for hedge accounting purposes. ASU 2013-10 is effective for the Company for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013. The Company does not believe the adoption of ASU ~~2013-10~~2013-08 will have a material impact on the condensed consolidated financial statements.

Presentation of an Unrecognized Tax Benefit. In July 2013, the FASB issued ASU ~~No.~~ 2013-11,Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists(“ASU 2013-11”). ASU 2013-11 provides guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. ASU 2013-11 is effective for the Company on January 1, 2014. The Company does not believe the adoption of ASU 2013-11 will have a material impact on the condensed consolidated financial statements.

3. Investments

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


(in millions)	June 30, 2013		December 31, 2012		September 30, 2013		December 31, 2012
Available-for-sale investments		$150		$158		$168		$158
Held-to-maturity investments		53		112		57		112
Trading investments:
Consolidated sponsored investment funds		289		123		381		123
Other equity and debt securities		79		94		67		94
Deferred compensation plan mutual funds		57		53		57		53

Total trading investments		425		270		505		270
Other investments:
Consolidated sponsored investment funds		338		401		314		401
Equity method investments		545		595		564		595
Deferred compensation plan hedge fund equity method investments		10		9		11		9
Cost method investments⁽¹⁾		122		120		122		120
Carried interest		130		85		137		85

Total other investments		1,145		1,210		1,148		1,210

Total investments		$1,773		$1,750		$1,878		$1,750

⁽¹⁾

Amounts primarily include Federal Reserve Bank Stock.

At ~~June~~September 30, 2013, the Company consolidated ~~$627~~$695 million of investments held by consolidated sponsored investment funds ~~(non-variable~~(excluding variable interest entities (“VIEs”)) of which ~~$289~~$381 million and ~~$338~~$314 million were classified as trading investments and other investments, respectively. At December 31, 2012, the Company consolidated $524 million of investments held by consolidated sponsored investment funds ~~(non-VIEs)~~(excluding VIEs) of which $123 million and $401 million were classified as trading investments and other investments, respectively.

Available-for-Sale Investments

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


(in millions)
			Gross Unrealized				Carrying Value				Gross Unrealized				Carrying Value
June 30, 2013	Cost		Gains		Losses		Carrying Value								Carrying Value
At September 30, 2013									Cost		Gains		Losses		Carrying Value
Equity securities of sponsored investment funds		td48		$3		($4)		td47		td63		$6		($4)	Carrying Value
Other securities		2		1		-		3		1		2		-		3

Total available-for-sale investments		$150		$4		($4)		$150		$164		$8		($4)		$168


			Gross Unrealized				Carrying Value
December 31, 2012	Cost		Gains		Losses		Carrying Value
At December 31, 2012
Equity securities of sponsored investment funds		$142		$14		($1)		$155		$142		$14		($1)		$155
Other securities		2		1		-		3		2		1		-		3

Total available-for-sale investments		$144		$15		($1)		$158		$144		$15		($1)		$158

Available-for-sale investments primarily included seed investments in BlackRock sponsored investment mutual funds.

3. Investments (continued)

Held-to-Maturity Investments

The carrying value of held-to-maturity investments was ~~$53~~$57 million and $112 million at ~~June~~September 30, 2013 and December 31, 2012, respectively. Held-to-maturity investments included foreign government debt held for regulatory purposes and the amortized cost (carrying value) of these investments approximated fair value. At ~~June~~September 30, 2013, ~~$40~~$43 million of these investments would mature in one year or less and ~~$13~~$14 million would mature after 10 years.

Trading Investments

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


(in millions)	June 30, 2013				December 31, 2012				September 30, 2013				December 31, 2012
	Cost		Carrying Value		Cost		Carrying Value		Cost		Carrying Value		Cost		Carrying Value

Trading investments:
Deferred compensation plan mutual funds		$ 51		$ 57		$ 46		$ 53		$ 51		$ 57		$ 46		$ 53
Equity/Multi-asset mutual funds		93		100		154		162		190		194		154		162
Debt securities/fixed income mutual funds:
Corporate debt		159		156		44		44		126		126		44		44
Government debt		119		112		11		11		132		128		11		11

Total trading investments		$422		$425		$255		$270		$499		$505		$255		$270

At ~~June~~September 30, 2013, trading investments included ~~$80~~$187 million of equity securities and ~~$209~~$194 million of debt securities held by consolidated sponsored investment funds, $57 million of ~~certain~~ deferred compensation plan mutual fund investments and ~~$79~~$67 million of other equity and debt securities.

Other Investments

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


(in millions)	June 30, 2013				December 31, 2012				September 30, 2013				December 31, 2012
	Cost		Carrying Value		Cost		Carrying Value		Cost		Carrying Value		Cost		Carrying Value

Other investments:
Consolidated sponsored investment funds		$325		$338		$378		$401		$303		$314		$378		$401
Equity method		467		545		541		595		480		564		541		595
Deferred compensation plan hedge fund equity method investments		9		10		15		9		9		11		15		9
Cost method investments:
Federal Reserve Bank stock		92		92		89		89		93		93		89		89
Other		19		30		31		31		17		29		31		31

Total cost method investments		111		122		120		120		110		122		120		120
Carried interest		-		130		-		85		-		137		-		85

Total other investments		$912		$1,145		$1,054		$1,210		$902		$1,148		$1,054		$1,210

Consolidated sponsored investment funds include third-party private equity funds, direct investments in private companies and third-party hedge funds held by BlackRock sponsored investment funds.

3. Investments (continued)

Other Investments (continued)

Equity method investments primarily include BlackRock’s direct investment in certain BlackRock sponsored investment funds. See Note 10,Other Assets,, for information on the Company’s investment in PennyMac Financial Services, Inc. (“PennyMac”), which is included in other assets on the condensed consolidated statements of financial condition.

Cost method investments include ~~non-marketable~~nonmarketable securities, including Federal Reserve Bank stock, which is held for regulatory purposes and is restricted from sale. At ~~June~~September 30, 2013 and December 31, 2012, there were no indicators of impairment on these investments.

Carried interest represents allocations to BlackRock’s general partner capital accounts from certain funds. These balances are subject to change upon cash distributions, additional allocations or reallocations back to limited partners within the respective funds.

4. Consolidated Sponsored Investment Funds

The Company consolidates certain sponsored investment funds primarily because it is deemed to control such funds. The investments owned by these consolidated sponsored investment funds are classified as trading or other investments. The following table presents the balances related to these consolidated funds that were included on the condensed consolidated statements of financial condition as well as BlackRock’s net interest in these funds:


(in millions)	June 30, 2013		December 31, 2012		September 30, 2013		December 31, 2012
Cash and cash equivalents		$185		$133		$105		$133
Investments:
Trading investments		289		123		381		123
Other investments		338		401		314		401
Other assets		16		25		13		25
Other liabilities		(41)		(65)		(33)		(65)
Noncontrolling interests		(212)		(187)		(168)		(187)

BlackRock’s net interests in consolidated sponsored investment funds		$575		$430		$612		$430

BlackRock’s total exposure to consolidated sponsored investment funds of ~~$575~~$612 million and $430 million at ~~June~~September 30, 2013 and December 31, 2012, 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~~nonoperating income (expense) and partially offset in net income (loss) attributable to noncontrolling interests for the portion not attributable to BlackRock.

In addition, at ~~June~~September 30, 2013 and December 31, 2012, several consolidated CLOs and one investment fund, which were deemed to be VIEs, were excluded from the balances in the table above as the balances for these investment products are reported separately on the condensed consolidated statements of financial condition. See Note 6,Variable Interest Entities,, for further discussion of these consolidated investment products.

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

5. Fair Value Disclosures

~~Fair Value Hierarchy~~

~~June 30, 2013~~

Assets and liabilities measured at fair value on a recurring basis and other assets not held at fair value ~~were as follows:~~


	Assets measured at fair value on a recurring basis
(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⁾		June 30, 2013
September 30, 2013 (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⁾		September 30, 2013

Assets:
Investments
Available-for-sale:
Equity securities (funds and CDOs)		$147		$-		$1		$-		$148	$	165	$	-	$	1	$	-	$	166
Debt securities		-		2		-		-		2		-		2		-		-		2

Total available-for-sale		147		2		1		-		150		165		2		1		-		168
Held-to-maturity:
Debt securities		-		-		-		53		53
Held-to-maturity debt securities												-		-		-		57		57
Trading:
Deferred compensation plan mutual funds		57		-		-		-		57		57		-		-		-		57
Equity/Multi-asset mutual funds		97		3		-		-		100		194		-		-		-		194
Debt securities / fixed income mutual funds		58		210		-		-		268		61		193		-		-		254

Total trading		212		213		-		-		425		312		193		-		-		505
Other investments:
Consolidated sponsored investment funds:
Hedge funds / Funds of funds		3		24		47		-		74		1		21		45		-		67
Private / public equity⁽²⁾		2		13		249		-		264		5		8		234		-		247

Total consolidated sponsored investment funds		5		37		296		-		338		6		29		279		-		314
Equity method:
Hedge funds / Funds of hedge funds		-		68		157		52		277		-		67		145		55		267
Private equity investments		-		-		105		-		105		-		-		98		-		98
Real estate funds		-		19		97		7		123		-		20		103		7		130
Fixed income mutual funds		34		-		-		-		34		63		-		-		-		63
Equity/Multi-asset, alternative mutual funds		6		-		-		-		6		6		-		-		-		6

Total equity method		40		87		359		59		545		69		87		346		62		564
Deferred compensation plan hedge fund equity method investments		-		10		-		-		10		-		11		-		-		11
Cost method investments		-		-		-		122		122		-		-		-		122		122
Carried interest		-		-		-		130		130		-		-		-		137		137

Total investments		404		349		656		364		1,773		552		322		626		378		1,878

Separate account assets		95,377		36,635		-		834		132,846		106,085		39,675		-		886		146,646
Separate account collateral held under securities lending agreements:
Equity securities		17,880		-		-		-		17,880		19,851		-		-		-		19,851
Debt securities		-		1,546		-		-		1,546		-		2,111		-		-		2,111

Total separate account collateral held under securities lending agreements		17,880		1,546		-		-		19,426		19,851		2,111		-		-		21,962
Other assets⁽³⁾		-		12		-		-		12		-		12		-		-		12
Assets of consolidated VIEs:
Bank loans		-		1,910		93		-		2,003
Bank loans and other assets												-		1,867		97		20		1,984
Bonds		-		60		35		-		95		-		64		35		-		99
Private / public equity⁽⁴⁾		-		7		19		-		26		-		7		17		-		24

Total assets of consolidated VIEs		-		1,977		147		-		2,124		-		1,938		149		20		2,107

Total		$113,661		$40,519		$803		$1,198		$156,181	$	126,488	$	44,058	$	775	$	1,284	$	172,605

Liabilities:
Borrowings of consolidated VIEs											$	-	$	-	$	2,068	$	-	$	2,068
Separate account collateral liabilities under securities lending agreements												19,851		2,111		-		-		21,962
Other liabilities⁽⁵⁾												19		4		33		-		56

Total											$	19,870	$	2,115	$	2,101	$	-	$	24,086

⁽¹⁾

Amounts are comprised of investments held at cost or amortized cost, carried interest and certain 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 liabilities under fair value measures; therefore, the Company’s investment in such equity method investees may not represent fair value.

⁽²⁾

Level 3 amounts ~~included $209~~include $202 million and ~~$40~~$32 million of underlying third-party private equity funds and direct investments in private equity companies held by private equity funds, respectively.

⁽³⁾

Amount ~~included~~includes company-owned and split-dollar life insurance policies.

⁽⁴⁾

Level 3 amounts ~~included $17~~include $15 million and $2 million of underlying third-party private equity funds and direct investments in private equity companies held by a private equity fund.

~~5. Fair Value Disclosures (continued)~~

~~Fair Value Hierarchy (continued)~~

~~Liabilities measured at fair value on a recurring basis at June 30, 2013 were as follows:~~

(in millions)    Quoted
Prices in
Active
Markets for
Identical
Assets
(Level 1)    Significant
Other
Observable
Inputs
(Level 2)    Significant
Unobservable
Inputs
(Level 3)
June 30,
2013

Liabilities:

Borrowings of consolidated VIEs
   $           -       $         -       $2,145       $  2,145
Separate account collateral liabilities under securities lending agreements
   17,880       1,546       -       19,426
Other liabilities⁽¹⁾
   16       5       -       21


Total liabilities measured at fair value
           $17,896               $1,551               $2,145               $21,592

⁽¹⁾⁽⁵⁾

Amounts ~~included~~include a credit default swap (see Note 7,Derivatives and Hedging, for more information) ~~and~~, securities sold short within consolidated sponsored investment funds ~~recorded within other liabilities on~~and a contingent liability related to the ~~condensed consolidated statements~~acquisition of ~~financial condition.~~Credit Suisse’s ETF franchise.

5. Fair Value Disclosures (continued)

~~Fair Value Hierarchy (continued)~~

~~December 31, 2012~~

Assets and liabilities measured at fair value on a recurring basis and other assets not held at fair value ~~were as follows:~~


	Assets measured at fair value on a recurring basis
(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, 2012
December 31, 2012 (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, 2012

Assets:
Investments
Available-for-sale:
Equity securities (funds and CDOs)	$	155	$	-	$	1	$	-	$	156	$	155	$	-	$	1	$	-	$	156
Debt securities		-		2		-		-		2		-		2		-		-		2

Total available-for-sale		155		2		1		-		158		155		2		1		-		158
Held-to-maturity:
Debt securities		-		-		-		112		112
Held-to-maturity debt securities												-		-		-		112		112
Trading:
Deferred compensation plan mutual funds		53		-		-		-		53		53		-		-		-		53
Equity/Multi-asset mutual funds		159		3		-		-		162		159		3		-		-		162
Debt securities / fixed income mutual funds		5		50		-		-		55		5		50		-		-		55

Total trading		217		53		-		-		270		217		53		-		-		270
Other investments:
Consolidated sponsored investment funds:
Hedge funds / Funds of funds		3		39		73		-		115		3		39		73		-		115
Private / public equity⁽²⁾		10		10		266		-		286		10		10		266		-		286

Total consolidated sponsored investment funds		13		49		339		-		401		13		49		339		-		401
Equity method:
Hedge funds / Funds of hedge funds		-		61		161		39		261		-		61		161		39		261
Private equity investments		-		-		90		-		90		-		-		90		-		90
Real estate funds		-		19		88		15		122		-		19		88		15		122
Fixed income mutual funds		46		-		-		-		46		46		-		-		-		46
Equity/Multi-asset, alternative mutual funds		76		-		-		-		76		76		-		-		-		76

Total equity method		122		80		339		54		595		122		80		339		54		595
Deferred compensation plan hedge fund equity method investments		-		9		-		-		9		-		9		-		-		9
Cost method investments		-		-		-		120		120		-		-		-		120		120
Carried interest		-		-		-		85		85		-		-		-		85		85

Total investments		507		193		679		371		1,750		507		193		679		371		1,750

Separate account assets		95,514		38,392		2		860		134,768		95,514		38,392		2		860		134,768
Separate account collateral held under securities lending agreements:
Equity securities		21,273		-		-		-		21,273		21,273		-		-		-		21,273
Debt securities		-		1,748		-		-		1,748		-		1,748		-		-		1,748

Total separate account collateral held under securities lending agreements		21,273		1,748		-		-		23,021		21,273		1,748		-		-		23,021
Other assets⁽³⁾		-		12		-		-		12		-		12		-		-		12
Assets of consolidated VIEs:
Bank loans		-		2,004		106		-		2,110		-		2,004		106		-		2,110
Bonds		-		78		46		-		124		-		78		46		-		124
Private / public equity⁽⁴⁾		2		6		22		-		30		2		6		22		-		30

Total assets of consolidated VIEs		2		2,088		174		-		2,264		2		2,088		174		-		2,264

Total	$	117,296	$	42,433	$	855	$	1,231	$	161,815	$	117,296	$	42,433	$	855	$	1,231	$	161,815

Liabilities:
Borrowings of consolidated VIEs											$	-	$	-	$	2,402	$	-	$	2,402
Separate account collateral liabilities under securities lending agreements												21,273		1,748		-		-		23,021
Other liabilities⁽⁵⁾												15		5		-		-		20

Total											$	21,288	$	1,753	$	2,402	$	-	$	25,443

⁽¹⁾

⁽²⁾

Level 3 amounts ~~included~~include $212 million and $54 million of underlying third-party private equity funds and direct investments in private equity companies held by private equity funds, respectively.

⁽³⁾

Amount ~~included~~includes company-owned and split-dollar life insurance policies.

⁽⁴⁾

Level 3 amounts ~~included~~include $20 million and $2 million of underlying third-party private equity funds and direct investments in private equity companies held by a private equity fund.

~~5. Fair Value Disclosures (continued)~~

~~Fair Value Hierarchy (continued)~~

~~Liabilities measured at fair value on a recurring basis at December 31, 2012 were as follows:~~

(in millions)
Quoted
Prices in
Active
Markets for
Identical
Assets
(Level 1)
   Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
   December 31,
2012
Liabilities:

Borrowings of consolidated VIEs
   $ -       $ -       $ 2,402       $ 2,402
Separate account collateral liabilities under securities lending agreements
   21,273       1,748       -       23,021
Other liabilities⁽¹⁾
   15       5       -       20


Total liabilities measured at fair value
           $ 21,288           $ 1,753           $ 2,402           $ 25,443

⁽¹⁾⁽⁵⁾

Amounts include a credit default swap (see Note 7,Derivatives and Hedging, for more information) and securities sold short within consolidated sponsored investment ~~funds recorded within other liabilities on the condensed consolidated statements of financial condition.~~funds.

5. Fair Value Disclosures (continued)

Level 3 Assets. Level 3 investments of ~~$656~~$626 million and $679 million at ~~June~~September 30, 2013 and December 31, 2012, respectively, primarily related to equity method investments and consolidated sponsored investment funds. Level 3 assets within investments, except for direct investments in private equity companies held by private equity funds described below, were primarily valued based upon NAVs received from internal ~~as well as~~and third-party fund managers.

Direct investments in private equity companies held by private equity funds totaled ~~$42~~$34 million and $56 million at ~~June~~September 30, 2013 and December 31, 2012, respectively. Direct investments in private equity companies may be valued using the market approach or the income approach, or a combination thereof, and were 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, market indices, assumptions relating to appropriate risk adjustments for nonperformance and legal restrictions on disposition, among other factors. The fair value derived from the methods used is evaluated and weighted, as appropriate, considering the reasonableness of the range of values indicated. Under the market approach, fair value may be determined by reference to multiples of market-comparable companies or transactions, including earnings before interest, taxes, depreciation and amortization (“EBITDA”) multiples. Under the income approach, fair value may be determined by discounting the expected cash flows to a single present value amount using current expectations about those future amounts. Unobservable inputs used in a discounted cash flow model may include projections of operating performance generally covering a five-year period and a terminal value of the private equity direct investment. For securities utilizing the discounted cash flow valuation technique, a significant increase (decrease) in the discount rate, risk premium or discount for lack of marketability in isolation could result in a significantly lower (higher) fair value measurement. For securities utilizing the market comparable companies valuation technique, a significant increase (decrease) in the EBITDA multiple in isolation could result in a significantly higher (lower) fair value measurement.

~~5. Fair Value Disclosures (continued)~~

~~Fair Value Hierarchy (continued)~~

Level 3 assets recorded within separate account assets include single-broker ~~non-binding~~nonbinding quotes for fixed income securities and equity securities that have unobservable inputs due to certain corporate actions.

Level 3 assets of consolidated VIEs include bank loans and bonds valued based on single-broker non-binding quotes and direct private equity investments and private equity funds valued based upon internal as well as third-party fund manager valuations, which may be adjusted by using the returns of certain market indices.

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

5. 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~~September 30, 2013


(in millions)	March 31, 2013		Realized and unrealized gains (losses) in earnings and OCI			Purchases		Sales and maturities			Issuances and other settlements⁽¹⁾			Transfers into Level 3		Transfers out of Level 3			June 30, 2013		Total net gains (losses) included in earnings⁽²⁾			June 30, 2013		Realized and unrealized gains (losses) in earnings and OCI			Purchases		Sales and maturities			Issuances and other settlements⁽¹⁾			Transfers into Level 3		Transfers out of Level 3			September 30, 2013		Total net gains (losses) included in earnings⁽²⁾
Assets:
Investments
Available-for-sale:
Equity securities (CDOs)		$1		$-			$-		$-			$-			$-		$-			$1		$-			$1		$-			$-		$-			$-			$-		$-			$1		$-
Consolidated sponsored investment funds:
Hedge funds / Funds of funds		84		2			-		(9	)		(28	)		-		(2	)		47		2			47		2			-		(2	)		(2	)		-		-			45		-
Private equity		264		(7	)		5		(10	)		-			-		(3	)		249		(6	)		249		10			-		(23	)		-			-		(2	)		234		7
Equity method:
Hedge funds / Funds of hedge funds		136		5			-		-			16			-		-			157		5			157		1			1		(1	)		(13	)		-		-			145		1
Private equity investments		99		4			4		-			(2	)		-		-			105		4			105		4			1		(10	)		(2	)		-		-			98		4
Real estate funds		91		7			1		-			(2	)		-		-			97		6			97		6			2		-			(2	)		-		-			103		6

Total Level 3 investments		675		11			10		(19	)		(16	)		-		(5	)		656		11			656		23			4		(36	)		(19	)		-		(2	)		626		18

Assets of consolidated VIEs:
Bank loans		97		(1	)		48		(29	)		-			17		(39	)		93					93		-			18		(8	)��		-			40		(46	)		97
Bonds		49		-			-		(14	)		-			-		-			35					35		1			-		(1	)		-			-		-			35
Private equity		20		-			-		(1	)		-			-		-			19					19		-			-		(2	)		-			-		-			17
Fund of hedge funds		116		-			18		-			(134	)		-		-			-

Total Level 3 assets of consolidated VIEs		282		(1	)		66		(44	)		(134	)		17		(39	)		147		n/a	⁽³⁾		147		1			18		(11	)		-			40		(46	)		149		n/a	⁽³⁾

Total Level 3 assets		$957		$10			$76		($63	)		($150	)		$17		($44	)		$803					$803		$24			$22		($47	)		($19	)		$40		($48	)		$775

Liabilities:
Borrowings of consolidated VIEs		$2,332		$6			$-		$-			($181	)		$-		$-			$2,145		n/a	⁽³⁾		$2,145		($5	)		$-		$-			($82	)		$-		$-			$2,068		n/a	⁽³⁾
Other liabilities																									-		-			-		-			33			-		-			33

Total Level 3 liabilities																									$2,145		($5	)		$-		$-			($49	)		$-		$-			$2,101

n/a

– not applicable

⁽¹⁾

~~Amount~~Amounts primarily ~~includes~~include distributions from equity method investees, repayments of borrowings of consolidated VIEs ~~elimination of investment~~and a contingent liability related to ~~a deconsolidation~~the acquisition of ~~a consolidated VIE and a reclassification of an investment from a consolidated sponsored investment fund to an equity method investment due to a change in ownership percentage.~~Credit Suisse’s ETF franchise.

⁽²⁾

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

⁽³⁾

The net gain (loss) on consolidated VIEs is solely attributable to noncontrolling interests on the condensed consolidated statements of income.

5. Fair Value Disclosures (continued)

Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for the ~~Six~~Nine Months Ended ~~June~~September 30, 2013


(in millions)	December 31, 2012		Realized and unrealized gains (losses) in earnings and OCI			Purchases		Sales and maturities			Issuances and other settlements⁽¹⁾			Transfers into Level 3		Transfers out of Level 3			June 30, 2013		Total net gains (losses) included in earnings⁽²⁾			December 31, 2012		Realized and unrealized gains (losses) in earnings and OCI			Purchases			Sales and maturities			Issuances and other settlements⁽¹⁾			Transfers into Level 3		Transfers out of Level 3			September 30, 2013		Total net gains (losses) included in earnings⁽²⁾
Assets:
Investments
Available-for-sale:
Equity securities (CDOs)		$1		$-			$-		$-			$-			$-		$-			$1		$-			$1		$-			$-			$-			$-			$-		$-			$1		$-
Consolidated sponsored investment funds:
Hedge funds / Funds of hedge funds		73		6			12		(9	)		(28	)		-		(7	)		47		6			73		8			12			(11	)		(30	)		-		(7	)		45		6
Private equity		266		16			12		(39	)		-			-		(6	)		249		14			266		26			12			(62	)		-			-		(8	)		234		21
Equity method:
Hedge funds / Funds of hedge funds		161		9			1		-			(14	)		-		-			157		9			161		10			2			(1	)		(27	)		-		-			145		10
Private equity investments		90		10			9		-			(4	)		-		-			105		10			90		14			10			(10	)		(6	)		-		-			98		14
Real estate funds		88		8			3		-			(2	)		-		-			97		8			88		14			5			-			(4	)		-		-			103		14

Total Level 3 investments		679		49			37		(48	)		(48	)		-		(13	)		656		47			679		72			41			(84	)		(67	)		-		(15	)		626		65

Separate account assets		2		-			-		(2	)		-			-		-			-		n/a	⁽³⁾		2		-			-			(2	)		-			-		-			-		n/a	⁽³⁾
Assets of consolidated VIEs:
Bank loans		106		(1	)		72		(40	)		-			32		(76	)		93					106		(1	)		91			(48	)		-			71		(122	)		97
Bonds		46		(1	)		4		(14	)		-			-		-			35					46		-			4			(15	)		-			-		-			35
Private equity		22		1			-		(4	)		-			-		-			19					22		1			-			(6	)		-			-		-			17
Fund of hedge funds		-		-			134		-			(134	)		-		-			-		-			-		-			134			-			(134	)		-		-			-

Total Level 3 assets of consolidated VIEs		174		(1	)		210		(58	)		(134	)		32		(76	)		147		n/a	⁽⁴⁾		174		-			229			(69	)		(134	)		71		(122	)		149		n/a	⁽⁴⁾

Total Level 3 assets		$855		$48			$247		($108	)		($182	)		$32		($89	)		$803					$855		$72			$270	��		($155	)		($201	)		$71		($137	)		$775

Liabilities:
Borrowings of consolidated VIEs		$2,402		($4	)		$-		$-			($261	)		$-		$-			$2,145		n/a	⁽⁴⁾		$2,402		($9	)		$-			$-			($343	)		$-		$-			$2,068		n/a	⁽⁴⁾
Other liabilities																									-		-			-			-			33			-		-			33

Total Level 3 liabilities																									$2,402		($9	)		$-			$-			($310	)		$-		$-			$2,101

n/a

– not applicable

⁽¹⁾

Amounts primarily include distributions from equity method investees, repayments of borrowings of consolidated VIEs, elimination of investment related to a deconsolidation of a consolidated VIE, a reclassification of an investment from a consolidated sponsored investment fund to an equity method investment due to a change in ownership percentage and a contingent liability related to the acquisition of Credit Suisse’s ETF franchise.

⁽²⁾

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

⁽³⁾

The net investment income attributable to separate account assets accrues directly to the contract owners and is not reported on the condensed consolidated statements of income.

⁽⁴⁾

The net gain (loss) on consolidated VIEs is solely attributable to noncontrolling interests on the condensed consolidated statements of income.

5. Fair Value Disclosures (continued)

Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for the Three Months Ended September 30, 2012


(in millions)	June 30, 2012		Realized and unrealized gains (losses) in earnings and OCI			Purchases		Sales and maturities			Issuances and other settlements⁽¹⁾			Transfers into Level 3		Transfers out of Level 3			September 30, 2012		Total net gains (losses) included in earnings⁽²⁾
Assets:
Investments
Available-for-sale:
Equity securities (CDOs)		$1		$-			$-		$-			$-			$-		$-			$1		$-
Consolidated sponsored investment funds:
Hedge funds / Funds of funds		46		8			3		(2	)		-			-		-			55		8
Private equity		298		22			-		(14	)		(8	)		-		-			298		20
Equity method:
Hedge funds / Funds of hedge funds		187		14			-		-			(21	)		-		-			180		14
Private equity investments		88		1			1		-			-			-		-			90		2
Real estate funds		101		6			6		(7	)		(3	)		-		-			103		4

Total Level 3 investments		721		51			10		(23	)		(32	)		-		-			727		48

Separate account assets		7		(4	)		6		(7	)		-			34		-			36		n/a	⁽³⁾
Assets of consolidated VIEs:
Bank loans		85		2			7		(24	)		7			36		(24	)		89
Bonds		44		1			-		-			-			-		-			45
Private equity		25		2			2		(3	)		-			-		-			26

Total Level 3 assets of consolidated VIEs		154		5			9		(27	)		7			36		(24	)		160		n/a	⁽⁴⁾

Total Level 3 assets		$882		$52			$25		($57	)		($25	)		$70		($24	)		$923

Liabilities:
Borrowings of consolidated VIEs		$1,439		($27	)		$-		$-			$377			$-		$-			$1,843		n/a	⁽⁴⁾

n/a

– not applicable

⁽¹⁾

Amount primarily includes distributions from equity method investees, repayments of borrowings of consolidated VIEs, ~~elimination of investment~~and loans and borrowings related to ~~a deconsolidation~~the consolidation of ~~a consolidated VIE and a reclassification of an investment from a consolidated sponsored investment fund to an equity method investment due to a change in ownership percentage.~~one additional CLO.

⁽²⁾

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

⁽³⁾

The net investment income attributable to separate account assets accrues directly to the contract owners and is not reported on the condensed consolidated statements of income.

⁽⁴⁾

The net gain (loss) on consolidated VIEs is solely attributable to noncontrolling interests on the condensed consolidated statements of income.

5. Fair Value Disclosures (continued)

Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for the ~~Three~~Nine Months Ended ~~June~~September 30, 2012


(in millions)	March 31, 2012		Realized and unrealized gains (losses) in earnings and OCI			Purchases		Sales and maturities			Issuances and other settlements⁽¹⁾			Transfers into Level 3		Transfers out of Level 3			June 30, 2012		Total net gains (losses) included in earnings⁽²⁾			December 31, 2011		Realized and unrealized gains (losses) in earnings and OCI			Purchases		Sales and maturities			Issuances and other settlements⁽¹⁾			Transfers into Level 3		Transfers out of Level 3			September 30, 2012		Total net gains (losses) included in earnings⁽²⁾
Assets:
Investments
Available-for-sale:
Equity securities (CDOs)		$1		$-			$-		$-			$-			$-		$-			$1		$-			$1		$-			$-		$-			$-			$-		$-			$1		$-
Consolidated sponsored investment funds:
Hedge funds / Funds of funds		53		(5	)		-		-			(2	)		-		-			46		(5	)		22		4			30		(2	)		(2	)		3		-			55		4
Private equity		329		(8	)		4		(21	)		-			-		(6	)		298		(9	)		313		43			2		(46	)		(8	)		-		(6	)		298		38
Equity method:
Hedge funds / Funds of hedge funds		197		3			-		-			(13	)		-		-			187		3			193		33			-		-			(46	)		-		-			180		33
Private equity investments		89		2			1		-			(4	)		-		-			88		2			85		7			4		-			(6	)		-		-			90		8
Real estate funds		95		2			6		-			(2	)		-		-			101		2			88		8			19		(7	)		(5	)		-		-			103		6

Total Level 3 investments		764		(6	)		11		(21	)		(21	)		-		(6	)		721		(7	)		702		95			55		(55	)		(67	)		3		(6	)		727		89

Separate account assets		13		(2	)		3		(2	)		-			3		(8	)		7		n/a	⁽³⁾		10		(5	)		10		(18	)		-			48		(9	)		36		n/a	⁽³⁾
Assets of consolidated VIEs:
Bank loans		47		1			10		(1	)		-			47		(19	)		85					83		2			25		(31	)		7			89		(86	)		89
Bonds		44		-			-		-			-			-		-			44					40		3			2		-			-			-		-			45
Private equity		28		(1	)		-		(2	)		-			-		-			25					27		4			2		(7	)		-			-		-			26

Total Level 3 assets of consolidated VIEs		119		-			10		(3	)		-			47		(19	)		154		n/a	⁽⁴⁾		150		9			29		(38	)		7			89		(86	)		160		n/a	⁽⁴⁾

Total Level 3 assets		$896		($8	)		$24		($26	)		($21	)		$50		($33	)		$882					$862		$99			$94		($111	)		($60	)		$140		($101	)		$923

Liabilities:
Borrowings of consolidated VIEs		$1,547		$10			$-		$-			($98	)		$-		$-			$1,439		n/a	⁽⁴⁾		$1,574		($66	)		$-		$-			$203			$-		$-			$1,843		n/a	⁽⁴⁾

n/a

– not applicable

⁽¹⁾

Amount primarily includes distributions from equity method investees, ~~and~~ repayments of borrowings of consolidated ~~VIEs.~~VIEs, and loans and borrowings related to the consolidation of one additional CLO.

⁽²⁾

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

⁽³⁾

The net investment income attributable to separate account assets accrues directly to the contract owners and is not reported on the condensed consolidated statements of income.

⁽⁴⁾

The net gain (loss) on consolidated VIEs is solely attributable to noncontrolling interests on the condensed consolidated statements of income.

5. Fair Value Disclosures (continued)

~~Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for the Six Months Ended June 30, 2012~~

(in millions)    December 31,
2011    Realized
and
unrealized
gains
(losses) in
earnings
and OCI Purchases    Sales and
maturities Issuances and
other
settlements⁽¹⁾ Transfers
into
Level 3    Transfers
out of
Level 3 June 30,
2012    Total net
gains (losses)
included in
earnings⁽²⁾
Assets:

Investments

Available-for-sale:

Equity securities (CDOs)
   $1       $-    $-       $-    $-    $-       $-    $1       $-
Consolidated sponsored investment funds:

Hedge funds / Funds of funds
   22       (4 ) 27       -    (2 ) 3       -    46       (4 )
Private equity
   313       21    9       (39 ) -    -       (6 ) 298       18
Equity method:

Hedge funds / Funds of hedge funds
   193       19    -       -    (25 ) -       -    187       19
Private equity investments
   85       6    3       -    (6 ) -       -    88       6
Real estate funds
   88       2    13       -    (2 ) -       -    101       2


Total Level 3 investments
   702       44    52       (39 ) (35 ) 3       (6 ) 721       41


Separate account assets
   10       (1 ) 4       (11 ) -    14       (9 ) 7       n/a ⁽³⁾
Assets of consolidated VIEs:

Bank loans
   83       1    17       (7 ) -    52       (61 ) 85
Bonds
   40       2    2       -    -    -       -    44
Private equity
   27       2    -       (4 ) -    -       -    25



Total Level 3 assets of consolidated VIEs
   150       5    19       (11 ) -    52       (61 ) 154       n/a ⁽⁴⁾



Total Level 3 assets
   $862       $48    $75       ($61 ) ($35 ) $69       ($76 ) $882



Liabilities:

Borrowings of consolidated VIEs
           $1,574       ($39 ) $-       $-    ($174 ) $-       $-    $1,439       n/a ⁽⁴⁾

~~n/a~~

~~– not applicable~~

⁽¹⁾

~~Amount primarily includes distributions from equity method investees and repayments of borrowings of consolidated VIEs.~~

⁽²⁾

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

⁽³⁾

~~The net investment income attributable to separate account assets accrues directly to the contract owners and is not reported on the condensed consolidated statements of income.~~

⁽⁴⁾

~~The net gain (loss) on consolidated VIEs is solely attributable to noncontrolling interests on the condensed consolidated statements of income.~~

~~5. Fair Value Disclosures (continued)~~

Realized and Unrealized Gains (Losses) for Level 3 Assets and Liabilities. Realized and unrealized gains (losses) recorded for Level 3 assets and liabilities are reported in ~~non-operating~~nonoperating income (expense) on the condensed consolidated statements of income. A portion of net income (loss) for consolidated investments and all of the net income (loss) for consolidated VIEs are allocated to noncontrolling interests to reflect net income (loss) not attributable to the Company.

Transfers in and/or out of Levels. Transfers in and/or out of levels are reflected when significant inputs, including market inputs or performance attributes, used for the fair value measurement become observable/unobservable, or when the Company determines it has the ability, or no longer has the ability, to redeem, in the near term, certain investments that the Company values using a NAV (or a capital account), or when the book value of certain equity method investments no longer represents fair value as determined under valuation methodologies.

Separate Account Assets. During the ~~six~~three and nine months ended ~~June~~September 30, 2012, there were ~~$14~~$34 million and $48 million, respectively, of transfers of equity securities into Level 3 from Level ~~1. These transfers into Level 3~~1, primarily ~~were~~ due to market inputs no longer being considered observable.

During the three and six months ended June 30, 2012, there were $8 million of transfers out of Level 3 into Level 1 related to equity securities held within separate accounts. These transfers out of Level 3 were due to availability of observable market inputs.

Assets of Consolidated VIEs. During the three and ~~six~~nine months ended ~~June~~September 30, 2013, there were ~~$39~~$46 million and ~~$76~~$122 million, respectively, of transfers out of Level 3 to Level 2 related to bank loans. In addition, during the three and ~~six~~nine months ended ~~June~~September 30, 2013, there were ~~$17~~$40 million and ~~$32~~$71 million, respectively, of transfers into Level 3 from Level 2 related to bank loans. These transfers in and out of Levels 2 and 3 were primarily due to availability/unavailability of observable market inputs, including inputs from pricing vendors and brokers.

During the three and ~~six~~nine months ended ~~June~~September 30, 2012, there were ~~$19~~$24 million and ~~$61~~$86 million, respectively, of transfers out of Level 3 into Level 2 related to bank loans. In addition, during the three and ~~six~~nine months ended ~~June~~September 30, 2012, there were ~~$47~~$36 million and ~~$52~~$89 million, respectively, of transfers into Level 3 from Level 2 related to bank loans. These transfers in and out of Levels 2 and 3 were primarily ~~were~~ due to availability/unavailability of observable market inputs, including inputs from pricing vendors and brokers.

Consolidated Sponsored Investment Funds. During the ~~six~~nine months ended ~~June~~September 30, 2013, there were $12 million of transfers out of Level 1 to Level 2 related to consolidated private equity funds. This transfer was due to a direct investment in a public company ~~held by a consolidated private equity fund~~ valued at a discount due to restrictions on sale.

Other Significant Settlements. During the three and ~~six~~nine months ended ~~June~~September 30, 2013, there were ~~$16~~$17 million and ~~$48~~$37 million, respectively, of distributions from equity method investees categorized in Level 3.

During the ~~three and six~~nine months ended ~~June 30, 2012, there were $19 million and $33 million, respectively, of distributions from equity method investees categorized in Level 3.~~

~~During the three and six months ended June~~September 30, 2013, other settlements included $134 million related to a deconsolidation of a consolidated fund of hedge funds, which was previously classified as a VIE. This fund was deconsolidated during the second quarter 2013 due to the granting of additional substantive rights to unaffiliated investors of the fund.

~~5. Fair Value Disclosures (continued)~~

In addition, during the ~~three and six~~nine months ended ~~June~~September 30, 2013, there was a $28 million reclassification of a Level 3 investment from a consolidated sponsored investment fund to an equity method investment due to a change in BlackRock’s ownership percentage.

During the three and nine months ended September 30, 2012, there were $24 million and $57 million, respectively, of distributions from equity method investees categorized in Level 3.

5. Fair Value Disclosures (continued)

In addition, during the three and nine months ended September 30, 2012, other settlements included $406 million of borrowings related to the consolidation of one additional CLO.

Disclosures of Fair Value for Financial Instruments Not Held at Fair ~~Value~~.Value. At ~~June~~September 30, 2013 and December 31, 2012, the fair value of the Company’s financial instruments not held at fair value are categorized in the table below:


	June 30, 2013				December 31, 2012							September 30, 2013				December 31, 2012
(in millions)	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value		Fair Value Hierarchy			Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value		Fair Value Hierarchy
Financial Assets:
Cash and cash equivalents	$	3,668	$	3,668	$	4,606	$	4,606		Level 1	⁽¹⁾	$	3,987	$	3,987	$	4,606	$	4,606		Level 1	⁽¹⁾
Accounts receivable		2,249		2,249		2,250		2,250		Level 1	⁽²⁾		4,311		4,311		2,250		2,250		Level 1	⁽²⁾
Cash and cash equivalents of consolidated VIEs		125		125		297		297		Level 1	⁽¹⁾		93		93		297		297		Level 1	⁽¹⁾
Financial Liabilities:
Accounts payable and accrued liabilities		1,271		1,271		1,055		1,055		Level 1	⁽²⁾		3,322		3,322		1,055		1,055		Level 1	⁽²⁾
Short-term borrowings		-		-		100		100		Level 1	⁽²⁾		-		-		100		100		Level 1	⁽²⁾
Long-term borrowings		4,938		5,308		5,687		6,275		Level 2	⁽³⁾		4,938		5,310		5,687		6,275		Level 2	⁽³⁾

⁽¹⁾

Cash and cash equivalents are carried at either cost or amortized cost that approximates fair value due to their short-term maturities. At ~~June~~September 30, 2013 and December 31, 2012, approximately $185 million and $133 million, respectively, related to cash and cash equivalents held by consolidated sponsored investment funds. Money market funds are valued based on quoted market prices, or $1.00, which generally is the NAV of the fund. At June 30, 2013 and December 31, 2012, approximately $124$76 million and $98 million, respectively, of money market funds were recorded within cash and cash equivalents on the condensed consolidated statements of financial condition. Money market funds are valued based on quoted market prices, or $1.00 per share, which generally is the NAV of the fund. At September 30, 2013 and December 31, 2012, approximately $105 million and $133 million, respectively, related to cash and cash equivalents held by consolidated sponsored investment funds.

⁽²⁾

The carrying amounts of accounts receivable, accounts payable and accrued liabilities and short-term borrowings approximate fair value due to their short-term nature.

⁽³⁾

Long-term borrowings are recorded at amortized cost. The fair value of the long-term borrowings, including the current portion of long-term borrowings, is estimated using market prices at the end of ~~June~~September 2013 and December 2012, respectively. See Note 11,Borrowings,, for further information on the ~~June~~September 30, 2013 fair value of the Company’s long-term borrowings.

5. Fair Value Disclosures (continued)

Investments in Certain Entities that Calculate Net Asset Value Per Share

As a practical expedient to value certain investments that do not have a readily determinable fair value and have attributes of an investment company, the Company relies on NAV as the fair ~~value for certain investments.~~value. The following tables list 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 NAV per share (or ~~its~~ equivalent).

~~June~~September 30, 2013


(in millions)	Ref			Fair Value		Total Unfunded Commitments		Redemption Frequency	Redemption Notice Period	Ref			Fair Value		Total Unfunded Commitments		Redemption Frequency	Redemption Notice Period
Trading:
Equity		(a	)		$3		$-	Daily (100%)	None
Consolidated sponsored investment funds:
Private equity funds of funds		(b	)		209		26	n/r	n/r		(a	)		$202		$25	n/r	n/r

Other funds of hedge funds		(c	)		58		-	Monthly (29%), Quarterly (3%), n/r (68%)	2 – 90 days		(b	)		57		-	Monthly (26%), Quarterly (2%), n/r (72%)	2 – 90 days
Equity method:⁽¹⁾
Hedge funds/funds of hedge funds		(d	)		224		73	Monthly (2%), Quarterly (30%) n/r (68%)	15 – 90 days		(c	)		212		92	Monthly (2%), Quarterly (32%) n/r (66%)	15 – 90 days

Private equity funds		(e	)		105		86	n/r	n/r		(d	)		98		57	n/r	n/r

Real estate funds		(f	)		116		13	Quarterly (16%) n/r (84%)	60 days		(e	)		123		11	Quarterly (16%) n/r (84%)	60 days

Deferred compensation plan hedge fund investments		(g	)		10		-	Monthly (30%), Quarterly (70%)	60 – 90 days		(f	)		11		-	Monthly (27%), Quarterly (73%)	60 – 90 days
Consolidated VIEs:
Private equity fund		(h	)		17		1	n/r	n/r		(g	)		15		1	n/r	n/r

Total					$742		$199							$718		$186

n/r

– not redeemable

⁽¹⁾

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

5. Fair Value Disclosures (continued)

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

December 31, 2012


(in millions)	Ref			Fair Value		Total Unfunded Commitments		Redemption Frequency	Redemption Notice Period	Ref			Fair Value		Total Unfunded Commitments		Redemption Frequency	Redemption Notice Period
Trading:
Equity		(a	)		$3		$-	Daily (100%)	None
Consolidated sponsored investment funds:
Private equity funds of funds		(b	)		212		32	n/r	n/r		(a	)		$212		$32	n/r	n/r

Other funds of hedge funds		(c	)		98		-	Monthly (22%) Quarterly (11%) n/r (67%)	1 – 90 days		(b	)		98		-	Monthly (22%) Quarterly (11%) n/r (67%)	1 – 90 days
Equity method:⁽¹⁾
Hedge funds/funds of hedge funds		(d	)		222		42	Monthly (2%) Quarterly (28%) n/r (70%)	15 – 90 days		(c	)		222		42	Monthly (2%) Quarterly (28%) n/r (70%)	15 – 90 days

Private equity funds		(e	)		90		135	n/r	n/r		(d	)		90		135	n/r	n/r

Real estate funds		(f	)		107		15	Quarterly (18%) n/r (82%)	60 days		(e	)		107		15	Quarterly (18%) n/r (82%)	60 days

Deferred compensation plan hedge fund investments		(g	)		9		-	Monthly (33%) Quarterly (67%)	60 – 90 days		(f	)		9		-	Monthly (33%) Quarterly (67%)	60 – 90 days
Consolidated VIE:
Private equity funds		(h	)		20		1	n/r	n/r		(g	)		20		1	n/r	n/r
Trading:
Equity											(h	)		3		-	Daily (100%)	None

Total					$ 761		$ 225							$761		$225

n/r

– not redeemable

⁽¹⁾

(a)

This category includes 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 NAV of master offshore funds held by the feeder funds. Investments in this category generally can be redeemed at any time, as long as there are no restrictions in place by the underlying master funds.

~~(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 capital accounts representing the Company’s ownership interest 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 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 will be liquidated over a weighted-average period of approximately seven years at both ~~June~~September 30, 2013 and December 31, 2012. The total remaining unfunded commitments to other third-party funds were ~~$26~~$25 million and $32 million at ~~June~~September 30, 2013 and December 31, 2012, respectively. The Company was contractually obligated to fund $30 million at both ~~June~~September 30, 2013 and December 31, 2012 to the consolidated funds.

~~(c)~~(b)

This category includes consolidated funds of hedge funds that invest in multiple strategies to diversify risks. The fair values of the investments have been estimated using the NAV of the fund’s ownership interest in partners’ capital of each fund in the portfolio. Certain of the underlying funds can be redeemed as long as there are no restrictions in place. At ~~June~~September 30, 2013 and December 31, 2012, the underlying funds that are currently restricted from redemptions within one year will be redeemable in approximately 12 to 24 months. This category also includes a consolidated offshore feeder fund that invests in a master fund with multiple alternative investment strategies. The fair value of this investment has been estimated using the NAV of the master offshore fund held by the feeder fund. The investment is currently subject to restrictions in place by the underlying master fund.

5. Fair Value Disclosures (continued)

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

~~(d)~~(c)

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 have been estimated using the NAV of the Company’s ownership interest in partners’ capital. It was estimated that the investments in the funds that are not subject to redemption will be liquidated over a weighted-average period of approximately four and five years at ~~June~~September 30, 2013 and December 31, 2012, respectively.

~~(e)~~(d)

This category includes several private equity funds that initially invest in ~~non-marketable~~nonmarketable securities of private companies, which ultimately may become public in the future. The fair values of these investments have been estimated using capital accounts representing the Company’s ownership interest in the funds 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 was estimated that the investments in these funds will be liquidated over a weighted-average period of approximately five years at both ~~June~~September 30, 2013 and December 31, 2012.

~~(f)~~(e)

This category includes several real estate funds that invest directly in real estate and real estate related assets. The fair values of the investments have been estimated using capital accounts representing the Company’s ownership interest in the funds. A majority of the Company’s investments are not subject to redemption or are not currently redeemable 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 not subject to redemptions will be liquidated over a weighted-average period of approximately seven years at ~~June~~September 30, 2013 and eight years at December 31, 2012.

~~(g)~~(f)

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 capital accounts representing the Company’s ownership interest in partners’ capital as well as performance inputs. The investments in these funds will be ~~liquidated~~redeemed upon settlement of certain deferred compensation liabilities.

~~(h)~~(g)

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 capital accounts representing the Company’s ownership interest 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 third-party funds. Due to the nature of the investments in this category, the Company reduces its investment 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 will be liquidated over a weighted-average period of approximately two years at ~~June~~September 30, 2013 and three years at December 31, 2012. Total remaining unfunded commitments to other third-party funds were $1 million at both ~~June~~September 30, 2013 and December 31, 2012, which commitments are required to be funded by capital contributions from noncontrolling interest holders.

(h)

Fair Value ~~Option~~.Option. Upon the initial consolidation of certain CLOs, the Company elected to adopt the fair value option provisions for eligible assets and liabilities, including bank loans and borrowings of the CLOs to mitigate accounting mismatches between the carrying value of the assets and liabilities and to achieve operational simplification. 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 noncontrolling 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.

5. Fair Value Disclosures (continued)

The following table summarizes information related to those assets and liabilities selected for fair value accounting ~~as of June~~at September 30, 2013 and December 31, 2012:


(in millions)	June 30, 2013		December 31, 2012		September 30, 2013		December 31, 2012
CLO Bank Loans:
Aggregate principal amounts outstanding		$2,019		$2,124		$1,976		$2,124
Fair value		2,003		2,110		1,964		2,110

Aggregate unpaid principal balance in excess of/(less than) fair value		$16		$14
Aggregate unpaid principal balance in excess of (less than) fair value						$12		$14

Unpaid principal balance of loans more than 90 days past due		$4		$4		$12		$4
Aggregate fair value of loans more than 90 days past due		-		-		7		-

Aggregate unpaid principal balance in excess of fair value for loans more than 90 days past due		$4		$4		$5		$4


CLO Borrowings:
Aggregate principal amounts outstanding		$2,274		$2,535		$2,201		$2,535
Fair value		$2,145		$2,402		$2,068		$2,402

At ~~June~~September 30, 2013, the principal amounts outstanding of the borrowings issued by the CLOs mature between 2016 and 2025.

During the three months ended ~~June~~September 30, 2013 and 2012, the change in fair value of the bank loans and bonds held by the CLOs resulted in a $7$25 million ~~gain~~ and a ~~$22~~$45 million gain, respectively, which were offset by a ~~$23~~$28 million ~~loss~~ and a $7$44 million loss, respectively, from the change in fair value of the CLO borrowings.

During the ~~six~~nine months ended ~~June~~September 30, 2013 and 2012, the change in fair value of the bank loans and bonds held by the CLOs resulted in a ~~$79~~$104 million ~~gain~~ and a ~~$78~~$123 million gain, respectively, which were offset by a ~~$64~~$92 million ~~loss~~ and a ~~$74~~$118 million loss, respectively, from the change in fair value of the CLO borrowings.

The net gains (losses) were recorded in net gain (loss) on consolidated VIEs on the condensed consolidated statements of income.

The change in fair value of the assets and liabilities included interest income and expense, respectively.

6. Variable Interest Entities

In the normal course of business, the Company is the manager of various types of sponsored investment vehicles, including collateralized debt obligations (“CDOs”)/CLOs 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 generally limited to its equity interests.

6. Variable Interest Entities (continued)

The primary beneficiary (“PB”) of a VIE that is an investment fund that meets the conditions of ASU 2010-10,Amendments to Statement 167 for Certain Investment Funds (“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. In order to determine whether the Company is the PB 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.

The PB of a CDO/CLO or other entity 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 that most significantly impact the entity’s economic performance and has the obligation to absorb losses or the right to receive benefits that potentially could be significant to the entity.

Consolidated VIEs. Consolidated VIEs included CLOs in which BlackRock 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 to the CLOs. In addition, BlackRock was the PB of one investment fund because it 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 ~~June~~September 30, 2013 and December 31, 2012, the following balances related to VIEs were consolidated on the condensed consolidated statements of financial condition:


(in millions)	June 30, 2013		December 31, 2012		September 30, 2013		December 31, 2012
Assets of consolidated VIEs:
Cash and cash equivalents		$125		$297		$93		$297
Bank loans		2,003		2,110		1,964		2,110
Bonds		95		124		99		124
Other investments and other assets		62		30		44		30

Total bank loans, bonds, other investments and other assets		2,160		2,264		2,107		2,264
Liabilities of consolidated VIEs:
Borrowings		(2,145)		(2,402)		(2,068)		(2,402)
Other liabilities		(93)		(103)		(88)		(103)
Appropriated retained earnings		(23)		(29)		(25)		(29)
Noncontrolling interests of consolidated VIEs		(24)		(27)		(19)		(27)

Total BlackRock net interests in consolidated VIEs		$—		$—		$-		$-

For the three months ended ~~June~~September 30, 2013 and 2012, the Company recorded a ~~non-operating~~nonoperating loss of ~~$23~~$6 million and ~~non-operating income~~a nonoperating gain of ~~$11~~$2 million, respectively, offset by a ~~$23~~$6 million net loss attributable to nonredeemable noncontrolling interests and ~~$11~~a $2 million net ~~income~~gain attributable to nonredeemable noncontrolling interests, respectively, on the condensed consolidated statements of income.

6. Variable Interest Entities (continued)

For the ~~six~~nine months ended ~~June~~September 30, 2013 and 2012, the Company recorded ~~non-operating income~~a nonoperating loss of $4$2 million and a ~~non-operating loss~~nonoperating gain of $1 million, respectively, offset by $4a $2 million net ~~income~~loss attributable to nonredeemable noncontrolling interests and a $1 million net ~~loss~~gain attributable to nonredeemable noncontrolling interests, respectively, on the condensed consolidated statements of income.

At ~~June~~September 30, 2013 and December 31, 2012, the weighted-average maturities of the bank loans and bonds attributable to consolidated VIEs were approximately ~~4.8~~4.7 and 4.5 years, respectively.

Non-Consolidated VIEs. At ~~June~~September 30, 2013 and December 31, 2012, the Company’s carrying value of assets and liabilities and its maximum risk of loss related to VIEs for which it was the sponsor or in which it held a variable interest, but for which it was not the PB, ~~were~~was as follows:


(in millions)	Variable Interests on the Condensed Consolidated Statement of Financial Condition									Variable Interests on the Condensed Consolidated Statement of Financial Condition
*At June 30, 2013*	Investments		Advisory Fee Receivables		Other Net Assets (Liabilities)			Maximum Risk of Loss⁽¹⁾
At September 30, 2013										Investments		Advisory Fee Receivables		Other Net Assets (Liabilities)		Maximum Risk of Loss⁽¹⁾
CDOs/CLOs	$	1	$	1		($5	)	$	19		$1		$1		($4)		$19
Other sponsored investment funds:
Collective trusts		—		169		—			169		-		166		-		166
Other		18		98		(6	)		116		18		130		(5)		148

Total	$	19	$	268		($11	)	$	304		$19		$297		($9)		$333

*At December 31, 2012*
CDOs/CLOs	$	1	$	1		($5	)	$	19		$1		$1		($5)		$19
Other sponsored investment funds:
Collective trusts		—		248		—			248		-		248		-		248
Other		17		61		(3	)		77		17		61		(3)		77

Total	$	18	$	310		($8	)	$	344		$18		$310		($8)		$344

⁽¹⁾

At both ~~June~~September 30, 2013 and December 31, 2012, BlackRock’s maximum risk of loss associated with these VIEs primarily related to: (i) advisory fee receivables; (ii) BlackRock’s investments; and (iii) $17 million of credit protection sold by BlackRock to a third party in a synthetic CDO transaction.

The net assets related to the above CDOs/CLOs and other sponsored investment funds, including collective trusts, that the Company does not consolidate were as follows:

CDOs/CLOs


(in billions)	June 30, 2013		December 31, 2012		September 30, 2013		December 31, 2012
Assets at fair value		$3		$4		$3		$4
Liabilities⁽¹⁾		4		5		5		5

Net assets		($1)		($1)		($2)		($1)

⁽¹⁾	Amounts primarily comprised of unpaid principal debt obligations to CDO/CLO debt holders.

6. Variable Interest Entities (continued)

Other sponsored investments funds. Net assets of other sponsored investment funds that are ~~non-consolidated~~nonconsolidated VIEs approximated $1.6 trillion to $1.7 trillion at September 30, 2013 and $1.5 trillion to $1.6 trillion at ~~both June 30, 2013 and~~ December 31, 2012. Net assets included $1.4 trillion of collective trusts at September 30, 2013 and $1.3 trillion of collective trusts at ~~June 30, 2013 and~~

~~6. Variable Interest Entities (continued)~~

December 31, 2012. Each collective trust has been aggregated separately and may include collective trusts that invest in other collective trusts. The net assets of these VIEs primarily are comprised of cash and cash equivalents and investments offset by liabilities primarily comprised of various accruals for the sponsored investment vehicles.

7. Derivatives and Hedging

In May 2011, the Company entered into a designated cash flow hedge consisting of a $750 million interest rate swap maturing in 2013 to hedge future cash flows on the Company’s floating rate notes due in 2013. Interest on this swap was at a fixed rate of 1.03%, payable semi-annually on May 24 and November 24 of each year. During the second quarter 2013, the interest rate swap matured and the floating rate notes were fully repaid.

The Company maintains a program to enter into swaps to hedge against market price and interest rate exposures with respect to certain seed investments in sponsored investment products. At ~~June~~September 30, 2013, the Company had 12 outstanding total return swaps and ~~four~~ outstanding interest rate swaps with an aggregate notional value of approximately ~~$80~~$113 million and $68 million, respectively. At December 31, 2012, the Company had 21 outstanding total return swaps with an aggregate notional value of approximately $206 million.

The ~~fair value of the outstanding swaps at June 30, 2013 and December 31, 2012 was not material.~~

~~Market risk from~~Company executes forward foreign currency exchange contracts isto mitigate the ~~effect on the value~~risk of ~~a financial instrument that results from a change in currency~~foreign exchange ~~rates. The Company manages certain 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.~~movements. At ~~June~~September 30, 2013 and December 31, 2012, the Company had outstanding forward foreign currency exchange contracts with an aggregate notional value of approximately ~~$105~~$680 million and $79 million, respectively. ~~The fair value of the forward foreign currency exchange contracts at June 30, 2013 and December 31, 2012 was not material to the condensed consolidated statements of financial condition.~~

The Company entered into a credit default swap, providing credit protection to a counterparty of approximately $17 million, representing the Company’s maximum risk of loss with respect to the provision of credit protection. The Company carries the credit default swap at fair value based on the expected future cash flows under the arrangement.

The fair ~~value~~values of the outstanding total return swaps, interest rate swaps, forward foreign currency exchange contracts and the credit default swap ~~was $5 million at both June 30, 2013 and December 31, 2012 and was included in other liabilities on~~were not material to the condensed consolidated statements of financial ~~condition.~~

Gains (losses) on total return swaps are recorded in non-operating income (expense) on the condensed consolidated statements of income and were $2 million and ($5) million for the three and six months ended Junecondition at September 30, 2013 ~~respectively,~~ and ~~were $9 million and ($3) million for the three and six months ended June 30, 2012, respectively.~~December 31, 2012.

Gains (losses) on the total return swaps, interest rate ~~swap,~~swaps, forward foreign currency exchange contracts and the credit default swap were not material to the condensed consolidated statements of income for the three and ~~six~~nine months ended ~~June~~September 30, 2013 and 2012.

The Company consolidates certain sponsored investment funds, which may utilize derivative instruments as a part of the funds’ investment strategies. The fair value of such derivatives at ~~June~~September 30, 2013 and December 31, 2012 was not material. The change in fair value of such derivatives, which is recorded in ~~non-operating~~nonoperating income (expense), was not material for the three and ~~six~~nine months ended ~~June~~September 30, 2013 and 2012.

In May 2011, the Company entered into a designated cash flow hedge consisting of a $750 million interest rate swap to hedge future cash flows on the Company’s floating rate notes due in 2013.

7. Derivatives and Hedging (continued)

Interest on this swap was at a fixed rate of 1.03%, payable semi-annually on May 24 and November 24 of each year. During the second quarter 2013, the interest rate swap matured and the floating rate notes were fully repaid. Gains (losses) on the interest rate swap were not material to the condensed consolidated statements of income for the nine months ended September 30, 2013 and the three and nine months ended September 30, 2012.

8. Goodwill

Goodwill activity during the ~~six~~nine months ended ~~June~~September 30, 2013 was as follows:


(in millions)
December 31, 2012	$12,910
Acquisition⁽¹⁾	44
Goodwill adjustment related to Quellos and other⁽¹⁾⁽²⁾	~~(11)~~(16	)

~~June~~September 30, 2013	$~~12,899~~12,938

⁽¹⁾	Amount represents goodwill from the Company’s acquisition of Credit Suisse’s ETF franchise on July 1, 2013 for approximately $273 million (the “Credit Suisse ETF Transaction”).

⁽²⁾

The decrease in goodwill during the ~~six~~nine months ended ~~June~~September 30, 2013 primarily resulted from a decline related to tax benefits realized from tax-deductible goodwill in excess of book goodwill from the acquisition of the fund-of-funds business of Quellos Group, LLC in October 2007 (the “Quellos Transaction”). 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 from the Quellos Transaction. The balance of the Quellos tax-deductible goodwill in excess of book goodwill was approximately ~~$308~~$301 million and $324 million at ~~June~~September 30, 2013 and December 31, 2012, respectively.

9. Intangible Assets

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


(in millions)	Indefinite-lived intangible assets		Finite-lived intangible assets		Total intangible assets		Indefinite-lived intangible assets		Finite-lived intangible assets			Total intangible assets
December 31, 2012		$16,760		$642		$17,402		$16,760		$642			$17,402
Acquisition⁽¹⁾								231		-			231
Amortization expense		—		(80)		(80)		-		(120	)		(120	)

June 30, 2013		$16,760		$562		$17,322
September 30, 2013								$16,991		$522			$17,513

⁽¹⁾	Amount represents indefinite-lived management contracts acquired in the Credit Suisse ETF Transaction.

10. Other Assets

At March 31, 2013, BlackRock held an approximately one-third economic equity interest in Private National Mortgage Acceptance Company, LLC (“PNMAC”), which is accounted for as an equity method investment and is included in other assets on the condensed consolidated statements of financial condition. On May 8, 2013, PennyMac became the sole managing member of PNMAC in connection with an initial public offering of PennyMac (the “PennyMac IPO”). As a result of the PennyMac IPO, BlackRock recorded a ~~non-cash, non-operating~~noncash, nonoperating pre-tax gain of $39 million related to the carrying value of its equity method investment.

10. Other Assets (continued)

Subsequent to the PennyMac IPO, the Company contributed 6.1 million units of its PennyMac investment to a new donor advised fund (the “Charitable Contribution”). The fair value of the Charitable Contribution was $124 million and is included in general and administration expenses on the condensed consolidated statements of income. In connection with the Charitable Contribution, the Company also recorded a ~~non-cash, non-operating~~noncash, nonoperating pre-tax gain of $80 million related to the contributed investment and a tax benefit of approximately $57 million.

The carrying value and fair value of the Company’s remaining interest (approximately 20% or 16 million units) in PennyMac was approximately ~~$111~~$120 million and ~~$331~~$292 million, respectively, at ~~June~~September 30, 2013. The fair value of the Company’s interest in PennyMac reflected the PennyMac stock price at September 30, 2013.

11. Borrowings

Short-Term Borrowings

2013 Revolving Credit Facility. In March 2013, the Company’s credit facility was amended to extend the maturity date by one year to March 2018 and the amount of the aggregate commitment

~~11. Borrowings (continued)~~

~~Short-Term Borrowings (continued)~~

was increased to $3.990 billion (the “2013 credit facility”). The 2013 credit facility permits the Company to request up to an additional $1.0 billion of borrowing capacity, subject to lender credit approval, increasing the overall size of the 2013 credit facility to an aggregate principal amount not to exceed $4.990 billion. Interest on borrowings outstanding accrues at a rate based on the applicable London Interbank Offered Rate plus a spread. The 2013 credit 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 unrestricted cash) of 3 to 1, which was satisfied with a ratio of less than 1 to 1 at ~~June~~September 30, 2013. At ~~June~~September 30, 2013, the Company had no amount outstanding under the 2013 credit facility.

Commercial Paper Program. In April 2013, BlackRock increased the maximum aggregate amount for which the Company could issue unsecured commercial paper notes (the “CP Notes”) on a private-placement basis up to a maximum aggregate amount outstanding at any time of $3.990 billion. The commercial paper program is currently supported by the 2013 credit facility.

At ~~June~~September 30, 2013, BlackRock had no CP Notes outstanding.

Long-Term Borrowings

The carrying value and fair value of long-term borrowings determined using market prices at the end of ~~June~~September 2013 included the following:


(in millions)	Maturity Amount		Unamortized Discount		Carrying Value		Fair Value		Maturity Amount		Unamortized Discount		Carrying Value		Fair Value

3.50% Notes due 2014		$1,000		$ —		$1,000		$1,037		$1,000		$-		$1,000		$1,036
1.375% Notes due 2015		750		—		750		760		750		-		750		762
6.25% Notes due 2017		700		(2)		698		824		700		(2)		698		818
5.00% Notes due 2019		1,000		(2)		998		1,139		1,000		(2)		998		1,147
4.25% Notes due 2021		750		(4)		746		797		750		(4)		746		798
3.375% Notes due 2022		750		(4)		746		751		750		(4)		746		749

Total Long-term Borrowings		$ 4,950		($12)		$ 4,938		$ 5,308		$4,950		($12)		$4,938		$5,310

In May 2013, the Company ~~fully~~ repaid $750 million of two-year floating rate notes at maturity.

Long-term borrowings at December 31, 2012 had a carrying value of $5.687 billion and a fair value of $6.275 billion determined using market prices at the end of December 2012.

See Note 11,Borrowings,, in the 2012 Form 10-K for more information.

12. Commitments and Contingencies

Investment Commitments. At ~~June~~September 30, 2013, the Company had ~~$219~~$216 million of various capital commitments to fund sponsored investment funds, including funds of private equity funds, real estate funds, infrastructure funds, opportunistic funds and distressed credit funds. This amount excludes additional commitments made by consolidated funds of funds to underlying third-party funds as third-party noncontrolling 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 and the commitments are callable on demand at any time prior to the

~~12. Commitments and Contingencies (continued)~~

expiration of the commitment. These unfunded commitments are not recorded on the condensed consolidated statements of financial condition. These commitments do not include potential future commitments approved by the Company, but which are not yet legally binding. The Company intends to make additional capital commitments from time to time to fund additional investment products for, and with, its clients.

Contingencies

Contingent Payments. The Company acts as the portfolio manager in a series of credit default swap transactions and has a maximum potential exposure of $17 million under a credit default swap between the Company and the counterparty. See Note 7,Derivatives and Hedging, for further discussion.

Contingent Payment related to Credit Suisse ETF Transaction. In connection with the Credit Suisse ETF Transaction, BlackRock is required to make contingent payments annually to Credit Suisse, subject to achieving specified thresholds during a seven year period, subsequent to the acquisition date. The fair value of the contingent payments at September 30, 2013 is not significant to the condensed consolidated statement of financial condition and is included in other liabilities.

Legal Proceedings. From time to time, BlackRock receives subpoenas or other requests for information from various U.S. federal, state governmental and domestic and international 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 effect on BlackRock’s results of operations, financial position, or cash flows. However, there is no assurance as to whether any such pending or threatened matters will have a material effect on BlackRock’s results of operations, financial position or cash flows in any future reporting period. Due to uncertainties surrounding the outcome of these matters, management cannot reasonably estimate the possible loss or range of loss that may arise from these matters.

Indemnifications. In the ordinary course of business or in connection with certain acquisition agreements, 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 or is considered remote. Consequently, no liability has been recorded on the condensed consolidated statements of financial condition.

12. Commitments and Contingencies (continued)

Contingencies (continued)

In connection with securities lending transactions, BlackRock has issued certain indemnifications to certain securities lending clients against potential loss resulting from a borrower’s failure to fulfill its obligations under the securities lending agreement should the value of the collateral pledged by the borrower at the time of default be insufficient to cover the borrower’s obligation under the securities lending agreement. At ~~June~~September 30, 2013, the Company indemnified certain of its clients for their securities lending loan balances of approximately ~~$101.1~~$115 billion. The Company held as agent, cash and securities totaling ~~$106.5~~$121 billion as collateral for indemnified securities on loan at ~~June~~September 30, 2013. The fair value of these indemnifications was not material at ~~June~~September 30, 2013.

13. Stock-Based Compensation

Restricted stock and restricted stock units (“RSUs”) activity for the ~~six~~nine months ended ~~June~~September 30, 2013 is summarized below:

        Outstanding at
   Restricted
Stock and
RSUs    Weighted-
Average
Grant Date
Fair Value
December 31, 2012
                   5,620,835               $197.90
Granted
   1,629,460       $234.22
Converted
   (2,356,276)       $205.10
Forfeited
   (44,528)       $201.92



June 30, 2013⁽¹⁾
   4,849,491       $206.56


Outstanding at	Restricted Stock and RSUs		Weighted- Average Grant Date Fair Value
December 31, 2012		5,620,835		$197.90
Granted		1,645,277		$234.69
Converted		(2,502,869)		$204.46
Forfeited		(70,491)		$204.41

September 30, 2013⁽¹⁾		4,692,752		$207.20

⁽¹⁾	At ~~June~~September 30, 2013, approximately 4.4 million awards are expected to vest and ~~0.4~~0.3 million 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 2013, the Company granted 1,172,381 RSUs to employees as part of annual incentive compensation that vest ratably over three years from the date of grant and 370,812 RSUs to employees that cliff vest 100% on January 31, 2016.

The intrinsic value of outstanding RSUs was ~~$1.2~~$1.3 billion reflecting a closing stock price of ~~$256.85~~$270.62 at ~~June~~September 30, 2013.

At ~~June~~September 30, 2013, total unrecognized stock-based compensation expense related to unvested RSUs was ~~$448~~$348 million. The unrecognized compensation cost is expected to be recognized over ~~the~~a remaining weighted-average period of ~~1.1~~0.9 years.

13. Stock-Based Compensation (continued)

Market Performance-based RSUs.

Market performance-based RSU activity for the ~~six~~nine months ended ~~June~~September 30, 2013 is summarized below:


Outstanding at	Market Performance- Based RSUs		Weighted- Average Grant Date Fair Value		Market Performance- Based RSUs		Weighted- Average Grant Date Fair Value
December 31, 2012		575,532	$	115.03		575,532	$	115.03
Granted		556,581	$	126.76		556,581	$	126.76

June 30, 2013⁽¹⁾		1,132,113	$	120.80
September 30, 2013⁽¹⁾						1,132,113	$	120.80

⁽¹⁾	At ~~June~~September 30, 2013, approximately 1.1 million awards are expected to vest and no awards have vested and have been converted.

The 556,581 market performance-based RSUs that the Company granted in January 2013 will be funded primarily by shares currently held by PNC (seeLong-Term Incentive Plans Funded by PNC below).

At ~~June~~September 30, 2013, total unrecognized stock-based compensation expense related to unvested market performance-based awards was ~~$105~~$96 million. The unrecognized compensation cost is expected to be recognized over ~~the~~a remaining weighted-average period of ~~3.1~~2.8 years.

~~13. Stock-Based Compensation (continued)~~

~~Market Performance-based RSUs (continued)~~

Long-Term Incentive Plans Funded by PNC. Under a share surrender agreement, PNC committed to provide up to 4 million shares of BlackRock stock held by PNC, to fund certain BlackRock long-term incentive plans (“LTIP”). The current share surrender agreement commits PNC to provide BlackRock series C ~~non-voting~~nonvoting participating preferred stock to fund the remaining committed shares. As of December 31, 2012, 2.5 million shares had been surrendered by PNC. In January 2013, 0.2 million additional shares were surrendered.

At ~~June~~September 30, 2013, the remaining shares committed by PNC of 1.3 million were available to fund future long-term incentive awards.

Stock Options. Stock option activity for the ~~six~~nine months ended ~~June~~September 30, 2013 is summarized below:


Outstanding at	Shares Under Option		Weighted- Average Exercise Price		Shares Under Option			Weighted- Average Exercise Price
December 31, 2012		1,099,909	$	167.76		1,099,909		$	167.76
Exercised		(85,090)	$	167.76		(85,090	)	$	167.76

June 30, 2013		1,014,819	$	167.76
September 30, 2013						1,014,819		$	167.76

All options were vested at both ~~June~~September 30, 2013 and December 31, 2012. The aggregate intrinsic value of options exercised during the ~~six~~nine months ended ~~June~~September 30, 2013 was $8.3 million.

14. Net Capital Requirements

The Company is required to maintain net capital in certain regulated subsidiaries within a number of jurisdictions, which is partially maintained by retaining cash and cash equivalent investments in those subsidiaries or 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.

Capital ~~Requirements~~.Requirements. At ~~June~~September 30, 2013, the Company was required to maintain approximately ~~$1,160 million~~$1.1 billion in net capital in certain regulated subsidiaries, including BlackRock Institutional Trust Company, N.A. (a chartered national bank whose powers are limited to trust activities and which is subject to regulatory capital requirements administered by the Office of the Comptroller of the Currency), entities regulated by the Financial Conduct Authority and Prudential Regulation Authority in the United Kingdom and the Company’s ~~broker-dealers and~~broker-dealers. The Company was in compliance with all applicable regulatory net capital requirements.

15. Accumulated Other Comprehensive Income (Loss)

The following table presents changes in AOCI by component for the three and ~~six~~nine months ended ~~June~~September 30, 2013:

(in millions) Unrealized gains
(losses) on
available-for-sale
investments    Benefit plans    Foreign
currency
translation
adjustments    Total ⁽¹⁾
March 31, 2013
$17       ($4 )    ($179 )    ($166 )
Other comprehensive income (loss) before reclassifications⁽²⁾
(21 )    -       (23 )    (44 )
Amount reclassified from AOCI⁽³⁾
12       -       -       12







Net other comprehensive income (loss) for the three months ended June 30, 2013
(9 )    -       (23 )    (32 )







June 30, 2013
$8       ($4 )    ($202 )    ($198 )

(in millions) Unrealized gains
(losses) on
available-for-sale
investments    Benefit plans    Foreign
currency
translation
adjustments    Total ⁽¹⁾
December 31, 2012
$16       ($4 )    ($71 )    ($59 )
Other comprehensive income (loss) before reclassifications⁽²⁾
(17 )    -       (131 )    (148 )
Amount reclassified from AOCI⁽³⁾
9       -       -       9







Net other comprehensive income (loss) for the six months ended June 30, 2013
(8 )    -       (131 )    (139 )







June 30, 2013
$8       ($4 )    ($202 )    ($198 )


(in millions)	Unrealized gains (losses) on available-for-sale investments			Benefit plans			Foreign currency translation adjustments			Total ⁽¹⁾
June 30, 2013		$8			($4	)		($202	)		($198	)
Other comprehensive income (loss) before reclassifications⁽²⁾		2			-			118			120
Amount reclassified from AOCI⁽³⁾		(1	)		-			-			(1	)

Net other comprehensive income (loss) for the three months ended September 30, 2013		1			-			118			119

September 30, 2013		$9			($4	)		($84	)		($79	)


(in millions)	Unrealized gains (losses) on available-for-sale investments			Benefit plans			Foreign currency translation adjustments			Total ⁽¹⁾
December 31, 2012		$16			($4	)		($71	)		($59	)
Other comprehensive income (loss) before reclassifications⁽²⁾		3			-			(13	)		(10	)
Amount reclassified from AOCI⁽³⁾		(10	)		-			-			(10	)

Net other comprehensive income (loss) for the nine months ended September 30, 2013		(7	)		-			(13	)		(20	)

September 30, 2013		$9			($4	)		($84	)		($79	)

⁽¹⁾	All amounts are net of tax.

⁽²⁾	The tax benefit (expense) ~~related to available-for-sale investments~~ was ~~$8 million and $7 million~~not material for the three and ~~six~~nine months ended ~~June~~September 30, ~~2013, respectively.~~2013.

⁽³⁾

The tax benefit (expense) ~~related to available-for-sale investments~~ was ~~($6) million and ($4) million~~not material for the three and ~~six~~nine months ended ~~June~~September 30, ~~2013, respectively.~~2013. The pre-tax amount reclassified from AOCI was included in net gain (loss) on investments on the condensed consolidated statements of income.

16. Capital Stock

~~Non-voting~~Nonvoting Participating Preferred ~~Stock~~.Stock. The Company’s preferred shares authorized, issued and outstanding consisted of the following:


	June 30, 2013		December 31, 2012		September 30, 2013		December 31, 2012
Series A
Shares authorized, $0.01 par value		20,000,000		20,000,000		20,000,000		20,000,000
Shares issued and outstanding		-		-		-		-
Series B
Shares authorized, $0.01 par value		150,000,000		150,000,000		150,000,000		150,000,000
Shares issued and outstanding		823,188		823,188		823,188		823,188
Series C
Shares authorized, $0.01 par value		6,000,000		6,000,000		6,000,000		6,000,000
Shares issued and outstanding		1,311,887		1,517,237		1,311,887		1,517,237
Series D
Shares authorized, $0.01 par value		20,000,000		20,000,000		20,000,000		20,000,000
Shares issued and outstanding		-		-		-		-

Share Repurchase ~~Approval~~.Approval. In January 2013, the Board of Directors approved an increase in the availability under the Company’s existing share repurchase program to allow for the repurchase of up to 10.2 million shares of BlackRock common stock. The Company repurchased ~~1.9~~2.9 million common shares in open ~~market transactions~~market-transactions under the share repurchase program for approximately ~~$500~~$750 million during the ~~six~~nine months ended ~~June~~September 30, 2013. At ~~June~~September 30, 2013, there were ~~8.3~~7.3 million shares still authorized to be repurchased.

17. Earnings Per Share

Prior to the quarter ended March 31, 2013, the Company calculated earnings per share (“EPS”) pursuant to the two-class method as defined in ASC 260-10,Earnings per Share (“ASC 260-10”), which specifies that all outstanding unvested share-based payment awards that contain rights to ~~non-forfeitable~~nonforfeitable dividends or dividend equivalents are considered participating securities and should be included in the computation of EPS pursuant to the two-class method. The majority of the Company’s participating securities vested in January 2013 and, therefore, beginning in the quarter ended March 31, 2013, the Company calculates EPS under the treasury stock method.

Due to the similarities in terms between BlackRock ~~non-voting~~nonvoting participating preferred stock and the Company’s common stock, the Company considers its participating preferred stock to be a common stock equivalent for purposes of EPS calculations. As such, the Company has included the outstanding ~~non-voting~~nonvoting participating preferred stock in the calculation of average basic and diluted shares outstanding.

17. Earnings Per Share (continued)

The following table sets forth the computation of basic and diluted EPS for the three and ~~six~~nine months ended ~~June~~September 30, 2013 under the treasury stock method:


(in millions, except per share data)	Three Months Ended June 30, 2013		Six Months Ended June 30, 2013
( in millions, except share data)					Three Months Ended September 30, 2013		Nine Months Ended September 30, 2013
Net income attributable to BlackRock		$729		$1,361		$730		$2,091

Basic weighted-average shares outstanding		170,648,731		170,973,462		169,811,633		170,581,930
Dilutive effect of:
Non-participating RSUs and stock options		3,224,852		3,295,408
Dilutive effect of nonparticipating RSUs and stock options						3,559,875		3,430,946

Total diluted weighted-average shares outstanding		173,873,583		174,268,870		173,371,508		174,012,876


Basic earnings per share		$4.27		$7.96		$4.30		$12.26
Diluted earnings per share		$4.19		$7.81		$4.21		$12.02

The following table sets forth the computation of basic and diluted EPS for the three and ~~six~~nine months ended ~~June~~September 30, 2012 under the two-class method:

(in millions, except per share data) Three Months
Ended
June 30,
2012    Six Months
Ended
June 30,
2012
Net income attributable to BlackRock
$554       $1,126
Less:

Dividends distributed to common shares
260       544
Dividends distributed to participating RSUs
-       1



Undistributed net income attributable to BlackRock
294       581
Percentage of undistributed net income allocated to common shares⁽¹⁾
99.9%       99.9%
Undistributed net income allocated to common shares
294       581
Plus:

Common share dividends
260       544



Net income attributable to common shares
$554       $1,125



Basic weighted-average shares outstanding
177,010,239       178,016,539
Dilutive effect of:

Non-participating RSUs and stock options
2,580,463       2,736,976



Total diluted weighted-average shares outstanding
179,590,702       180,753,515



Basic earnings per share
$3.13       $6.32
Diluted earnings per share
$3.08       $6.22


(in millions, except share data)	Three Months Ended September 30, 2012		Nine Months Ended September 30, 2012
Net income attributable to BlackRock		$642		$1,768
Less:
Dividends distributed to common shares		259		803
Dividends distributed to participating RSUs		-		1

Undistributed net income attributable to BlackRock		383		964
Percentage of undistributed net income allocated to common shares⁽¹⁾		99.9%		99.9%
Undistributed net income allocated to common shares		382		963
Plus:
Common share dividends		259		803

Net income attributable to common shares		$641		$1,766

Basic weighted-average shares outstanding		172,359,141		176,116,975
Dilutive effect of nonparticipating RSUs and stock options		3,091,391		2,839,724

Total diluted weighted-average shares outstanding		175,450,532		178,956,699

Basic earnings per share		$3.72		$10.02
Diluted earnings per share		$3.65		$9.87

⁽¹⁾

Allocation to common stockholders was based on the total of common shares and participating securities (which represent unvested RSUs that contain nonforfeitable rights to dividends). For the three months and ~~six~~nine months ended ~~June~~September 30, 2012, average outstanding participating securities were 0.2 million.

18. Income Taxes

The three and ~~six~~nine months ended ~~June~~September 30, 2013 included a $64 million net noncash benefit primarily related to the revaluation of certain deferred income tax liabilities, including legislation enacted in the United Kingdom and domestic state and local income tax changes. In addition, the nine months ended September 30, 2013 included the approximately $57 million tax benefit recognized in connection with the Charitable ~~Contribution. See Note 10,~~~~Other Assets~~~~, for more information. In addition, the current period included~~Contribution and a tax benefit of approximately $29 million, primarily due to the realization of tax loss carryforwards. See Note 10, Other Assets, for more information on the $57 million tax benefit.

The three and nine months ended September 30, 2012 included a $30 million net noncash benefit related to the revaluation of certain deferred income tax liabilities, including legislation enacted in the United Kingdom, domestic state and local income tax changes, and the tax effect resulting from changes in the Company’s organizational structure.

19. Segment Information

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

The following table illustrates investment advisory, administration fees, securities lending revenue and performance fees,BlackRock Solutions^® and advisory revenue, distribution fees and other revenue for the three and ~~six~~nine months ended ~~June~~September 30, 2013 and 2012, respectively.


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2013		2012		2013		2012		2013		2012		2013		2012
Equity	$	1,194	$	1,055	$	2,355	$	2,123	$	1,170	$	1,073	$	3,525	$	3,196
Fixed income		512		462		998		895		490		491		1,488		1,386
Multi-asset		256		237		511		483		266		241		777		724
Alternatives		221		189		470		410		248		232		718		642
Cash management		83		88		169		177		75		90		244		267

Total investment advisory, administration fees, securities lending revenue and performance fees		2,266		2,031		4,503		4,088		2,249		2,127		6,752		6,215
BlackRock Solutions and advisory		138		131		264		254		156		128		420		382
Distribution fees		18		20		35		39		19		19		54		58
Other revenue		60		47		129		97		48		46		177		143

Total revenue	$	2,482	$	2,229	$	4,931	$	4,478	$	2,472	$	2,320	$	7,403	$	6,798

19. Segment Information (continued)

The following table illustrates total revenue for the three and ~~six~~nine months ended ~~June~~September 30, 2013 and 2012, respectively, by geographic region. These amounts are aggregated on a legal entity basis and do not necessarily reflect where the customer resides.

(in millions)    Three Months Ended
June 30,    Six Months Ended
June 30,
Revenue
     2013        2012        2013        2012
Americas
   $ 1,672       $ 1,533       $ 3,335       $ 3,099
Europe
   686       591       1,334       1,163
Asia-Pacific
   124       105       262       216








Total revenue
   $ 2,482       $ 2,229       $ 4,931       $ 4,478

~~19. Segment Information (continued)~~


(in millions)	Three Months Ended September 30,				Nine Months Ended September 30,
Revenue	2013		2012		2013		2012
Americas	$	1,632	$	1,578	$	4,967	$	4,676
Europe		726		629		2,060		1,795
Asia-Pacific		114		113		376		327

Total revenue	$	2,472	$	2,320	$	7,403	$	6,798

The following table illustrates long-lived assets that consist of goodwill and property and equipment at ~~June~~September 30, 2013 and December 31, 2012 by geographic region. These amounts are aggregated on a legal entity basis and do not necessarily reflect where the asset is physically located.


(in millions)	June 30, 2013				December 31, 2012				September 30, 2013				December 31, 2012
Long-lived Assets									September 30, 2013				December 31, 2012
Americas	June 30, 2013		$	13,215	December 31, 2012		$	13,238			$	13,197			$	13,238
Europe		149				166				207				166
Asia-Pacific		59				63				57				63

Total long-lived assets	$	13,423			$	13,467			$	13,461			$	13,467

Americas primarily is comprised of the United States, Canada, Brazil and Mexico, while Europe is primarily comprised of the United Kingdom. Asia-Pacific is ~~primarily~~ comprised of Japan, Australia, Singapore, Hong Kong, Taiwan, Korea, India, Malaysia and ~~Singapore.~~China.

20. Subsequent Events

~~Tax Legislation in the United Kingdom~~Acquisitions

MGPA. In July 2013, the United Kingdom enacted legislation reducing corporate income taxes. The legislation will result in a revaluation of certain deferred tax assets and liabilities, which will result in a non-cash income tax benefit in the third quarter 2013. At this time, the Company is still evaluating the impact to the condensed consolidated financial statements.

~~Acquisitions~~

~~MGPA.~~ ~~In May~~October 2013, the Company ~~announced that it agreed to acquire~~completed the acquisition of MGPA, an ~~independently-managed~~independently managed private equity real estate investment advisory company primarily in ~~Asia-Pacific~~Asia and Europe. ~~The transaction is expected to close in the third quarter 2013, subject to customary regulatory approvals and closing conditions.~~

~~Credit Suisse ETF~~. In July 2013, the Company completed the acquisition of Credit Suisse’s ETF franchise. The financial impact of the transaction is not expected to be material to the condensed consolidated financial statements.

Other

The Company conducted a review for additional subsequent events and determined that no additional subsequent events had occurred that would require accrual or disclosure.

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” and 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 future acquisitions or divestitures; (6) the unfavorable resolution of legal proceedings; (7) the extent and timing of any share repurchases; (8) the impact, extent and timing of technological changes and the adequacy of intellectual property, information and cyber security protection; (9) the impact of legislative and regulatory actions and reforms, including the Dodd-Frank Wall Street Reform and Consumer Protection Act, and regulatory, supervisory or enforcement actions of government agencies relating to BlackRock or The PNC Financial Services Group, Inc. (“PNC”); (10) terrorist activities, international hostilities and natural disasters, which may adversely affect the general economy, domestic and local financial and capital markets, specific industries or BlackRock; (11) the ability to attract and retain highly talented professionals; (12) fluctuations in the carrying value of BlackRock’s economic investments; (13) the impact of changes to tax legislation, including income, payroll and transaction taxes, and taxation on products or transactions, which could affect the value proposition to clients and, generally, the tax position of the Company; (14) BlackRock’s success in maintaining the distribution of its products; (15) the impact of BlackRock electing to provide support to its products from time to time and any potential liabilities related to securities lending or other indemnification obligations; and (16) the impact of problems at other financial institutions or the failure or negative performance of products at other financial institutions.

Overview

BlackRock, Inc. (“BlackRock” or the “Company”) is the world’s largest publicly traded investment management firm. BlackRock has portfolio managers located around the world, including the United States, the United Kingdom, the Netherlands, Japan, Hong Kong, Singapore, Australia and Germany. At ~~June~~September 30, 2013, the Company managed ~~$3.857~~$4.096 trillion of assets under management (“AUM”) on behalf of institutional and individual investors worldwide. The Company provides a wide array of products, including passively and actively managed products in various equity, fixed income, multi-asset, alternative investment and cash management products. BlackRock offers clients diversified access to global markets through separate accounts, collective investment trusts, open-end and closed-end mutual funds, exchange-traded products, hedge funds and funds of funds. BlackRock also provides global advisory services for private investment funds and 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 equities, fixed income, cash management and alternatives. 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 services relating to illiquid securities, dispositions and workout assignments (including long-term portfolio liquidation assignments), risk management and strategic planning and execution.

In the United States, retail offerings include various open-end and closed-end funds, includingiShares^®, the global product leader in exchange-traded products for institutional, retail and high net worth (“HNW”) investors.iShares AUM totaled ~~$774.4~~$856.9 billion at ~~June~~September 30, 2013. The BlackRock Global Funds, the Company’s primary retail fund group offered outside the United States, are authorized for distribution in 35 jurisdictions worldwide. Additional fund offerings include structured products, real estate funds, hedge funds, hedge funds of funds, private equity funds and funds of funds, and managed futures funds. These products are sold to both U.S. and non-U.S. HNW, retail and institutional investors in a wide variety of active and passive strategies covering equity, fixed income and alternative 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, supranational authorities and other government entities, HNW 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 investors directly and through financial professionals, pension consultants and establishing third-party distribution relationships, including the distribution of BlackRock products and services through Merrill Lynch under a global distribution agreement in effect until January 2014. After such term, the agreement will renew for one automatic three-year extension if certain conditions are met.

~~On June~~At September 30, 2013, PNC held ~~20.8%~~20.9% of the Company’s voting common stock and ~~21.8%~~21.9% of the Company’s capital stock, which includes outstanding common and ~~non-voting~~nonvoting preferred stock.

Executive Summary


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
(in millions, except per share data)	2013		2012		2013		2012		2013		2012		2013		2012
GAAP basis:
Total revenue	$	2,482	$	2,229	$	4,931	$	4,478	$	2,472	$	2,320	$	7,403	$	6,798
Total expenses		1,633		1,400		3,173		2,834		1,506		1,445		4,679		4,279

Operating income	$	849	$	829	$	1,758	$	1,644	$	966	$	875	$	2,724	$	2,519
Operating margin		34.2%		37.2%		35.7%		36.7%		39.1%		37.7%		36.8%		37.1%
Non-operating income (expense), less net income (loss) attributable to noncontrolling interests⁽¹⁾		92		(46)		99		(26)
Nonoperating income (expense), less net income (loss) attributable to noncontrolling interests⁽¹⁾										(17)		17		82		(9)
Income tax expense		(212)		(229)		(496)		(492)		(219)		(250)		(715)		(742)

Net income attributable to BlackRock	$	729	$	554	$	1,361	$	1,126	$	730	$	642	$	2,091	$	1,768

Diluted earnings per common share	$	4.19	$	3.08	$	7.81	$	6.22	$	4.21	$	3.65	$	12.02	$	9.87
Effective tax rate		22.5%		29.3%		26.7%		30.4%		23.1%		28.1%		25.5%		29.6%

As adjusted⁽²⁾:
Total revenue	$	2,482	$	2,229	$	4,931	$	4,478	$	2,472	$	2,320	$	7,403	$	6,798
Total expenses		1,500		1,397		3,028		2,821		1,494		1,444		4,522		4,265

Operating income	$	982	$	832	$	1,903	$	1,657	$	978	$	876	$	2,881	$	2,533
Operating margin		41.3%		39.2%		40.6%		38.9%		41.2%		40.7%		40.8%		39.5%
Non-operating income (expense), less net income (loss) attributable to noncontrolling interests⁽¹⁾		12		(43)		15		(28)
Nonoperating income (expense), less net income (loss) attributable to noncontrolling interests⁽¹⁾										(21)		13		(6)		(15)
Income tax expense		(272)		(231)		(559)		(496)		(285)		(279)		(844)		(775)

Net income attributable to BlackRock	$	722	$	558	$	1,359	$	1,133	$	672	$	610	$	2,031	$	1,743

Diluted earnings per common share	$	4.15	$	3.10	$	7.80	$	6.26	$	3.88	$	3.47	$	11.67	$	9.73
Effective tax rate		27.3%		29.3%		29.1%		30.4%		29.9%		31.4%		29.4%		30.8%

Other:
Assets under management (end of period)	$	3,857,007	$	3,559,934	$	3,857,007	$	3,559,934	$	4,096,356	$	3,673,274	$	4,096,356	$	3,673,274
Diluted weighted-average common shares outstanding⁽³⁾		173,873,583		179,590,702		174,268,870		180,753,515		173.4		175.5		174.0		179.0
Shares outstanding (end of period)		170,285,093		172,901,037		170,285,093		172,901,037		169.4		172.0		169.4		172.0
Book value per share⁽⁴⁾	$	150.14	$	142.29	$	150.14	$	142.29	$	153.32	$	145.32	$	153.32	$	145.32
Cash dividends declared and paid per share	$	1.68	$	1.50	$	3.36	$	3.00	$	1.68	$	1.50	$	5.04	$	4.50

⁽¹⁾	Net of net income (loss) attributable to noncontrolling interests (“NCI”) (redeemable and ~~non-redeemable)~~nonredeemable).

⁽²⁾	As adjusted items are described in more detail inNon-GAAP Financial ~~Measures~~.Measures.

⁽³⁾	~~Non-voting~~Nonvoting participating preferred stock is considered to be a common stock equivalent for purposes of determining basic and diluted earnings per share calculations.

⁽⁴⁾	Total BlackRock stockholders’ equity, excluding appropriated retained earnings, divided by total common and preferred stock outstanding at ~~June~~September 30, 2013 and 2012, respectively.

~~PennyMac IPO~~. At March 31, 2013, BlackRock held an approximately one-third economic equity interest in Private National Mortgage Acceptance Company, LLC (“PNMAC”), which is accounted for as an equity method investment. On May 8, 2013, PennyMac Financial Services, Inc. (“PennyMac”) became the sole managing member of PNMAC in connection with an initial public offering of PennyMac (the “PennyMac IPO”). As a result of the PennyMac IPO, BlackRock recorded a non-cash, non-operating pre-tax gain of $39 million related to the carrying value of its equity method investment. BlackRock was not a seller in the PennyMac IPO.

~~Charitable Contribution~~. Subsequent to the PennyMac IPO, the Company contributed 6.1 million units of its PennyMac investment to a new donor advised fund (the “Charitable Contribution”). The fair value of the Charitable Contribution was $124 million and is included in general and administration expenses on the condensed consolidated statements of income. In connection with the Charitable Contribution, the Company also recorded a non-cash, non-operating pre-tax gain of $80 million related to the contributed investment and a tax benefit of approximately $57 million.

~~The Company will continue to account for its remaining interest (approximately 20% or 16 million units) in PennyMac as an equity method investment.~~

~~The general and administration expenses, non-operating gain and associated tax benefit related to the Charitable Contribution have been excluded from as adjusted results.~~

Three Months Ended ~~June~~September 30, 2013 Compared with Three Months ~~ended June~~Ended September 30, ~~2012.~~2012

GAAP. Operating income of ~~$849~~$966 million increased ~~$20~~$91 million from the three months ended ~~June~~September 30, 2012 ~~reflecting record~~driven by higher base fees, and ~~strong performance fees, substantially offset by~~ higher ~~expenses, primarily due to the $124 million expense related to the Charitable Contribution~~BlackRock Solutions and ~~higher revenue-related expenses. Non-operating~~advisory revenue. The third quarter 2012 included closed-end fund launch costs of $25 million. Nonoperating income (expense), less net income (loss) attributable to NCI ~~increased $138~~decreased $34 million primarily due to ~~the $39 million pre-tax gain related to the PennyMac IPO, the $80 million gain related to the Charitable Contribution and higher~~lower net positive marks on investments during the current quarter compared with the prior year quarter. Income tax expense included a $64 million net noncash benefit for the third quarter 2013 and a $30 million net noncash benefit for the third quarter 2012. The net noncash benefits for both periods primarily related to the revaluation of certain deferred income tax liabilities, including legislation enacted in the United Kingdom and domestic state and local income tax changes. Earnings per diluted common share rose ~~$1.11,~~$0.56, or ~~36%~~15%, compared with the quarter ended ~~June~~September 30, 2012 due to higher net income and the benefit of share repurchases.

As Adjusted. Operating income of ~~$982~~$978 million and operating margin of ~~41.3%~~41.2% increased ~~$150~~$102 million and ~~210~~50 bps, respectively, from the ~~second~~third quarter 2012. Nonoperating income (expense) decreased $34 million primarily due to the items explained above. Income tax expense on an as adjusted basis for the current quarter and prior year quarter excluded the $64 million and $30 million noncash benefits, respectively. Earnings per diluted common share rose ~~$1.05,~~$0.41, or ~~34%~~12%, from the prior year quarter. The financial impact related to the Charitable Contribution has been excluded from as adjusted results. Second quarter 2013 earnings per share reflects the $39 million non-cash, non-operating pre-tax gain related to the PennyMac IPO.

~~Six~~Nine Months Ended ~~June~~September 30, 2013 Compared with ~~Six~~Nine Months ~~ended June~~Ended September 30, ~~2012.~~2012

GAAP. Operating income of ~~$1,758~~$2,724 million increased ~~$114~~$205 million from the ~~six~~nine months ended ~~June~~September 30, ~~2012, reflecting~~2012. In the second quarter 2013, as a result of an initial public offering of PennyMac Financial Services, Inc. (the “PennyMac IPO”), the Company recorded a noncash, nonoperating pre-tax gain of $39 million related to the carrying value of its equity method investment. Subsequent to the PennyMac IPO, the Company made a charitable contribution of 6.1 million units of its equity method investment with a fair value of $124 million to a new donor advised fund (the “Charitable Contribution”). In connection with the Charitable Contribution, the Company also recorded a noncash, nonoperating pre-tax gain of $80 million related to the contributed investment. For further information, see Note 10,Other Assets, to the condensed consolidated financial statements.

Operating income reflects growth in base fees and strong performance fees, partially offset by higher expenses, primarily due to the $124 million expense related to the Charitable Contribution and higher revenue-related expenses. The results for the ~~six~~nine months ended ~~June~~September 30, 2013 also included ~~$42~~$43 million of organizational alignment ~~costs and $18 million of closed-end fund launch~~ costs. ~~Non-operating~~Nonoperating income (expense), less net income (loss) attributable to NCI increased ~~$125~~$91 million due to the $39 million pre-tax gain related to the PennyMac IPO and the $80 million gain related to the Charitable Contribution, ~~and higher~~partially offset by lower net positive marks on investments during the ~~six~~nine months ended ~~June~~September 30, 2013 compared with the prior year period. Income tax expense included the $64 million net noncash benefit for the nine months ended September 30, 2013 and the $30 million net noncash benefit for the nine months ended September 30, 2012 described above. In addition, the nine months ended September 30, 2013 included an approximately $57 million tax benefit recognized in connection with the Charitable Contribution and a tax benefit of approximately $29 million, primarily due to the realization of tax loss carryforwards. Earnings per diluted common share rose ~~$1.59,~~$2.15, or ~~26%~~22%, compared with the prior year period due to higher net income and the benefit of share repurchases.

As Adjusted. Operating income of ~~$1,903~~$2,881 million and operating margin of ~~40.6%~~40.8% increased ~~$246~~$348 million and ~~170~~130 bps, respectively, from the ~~six~~nine months ended ~~June~~September 30, 2012. The current period results included the previously mentioned organizational alignment costs of ~~$42 million, closed-end fund launch costs of $18~~$43 million and the $39 million pre-tax gain related to the PennyMac IPO. Income tax expense on an as adjusted basis excluded the $64 million net noncash benefit for the nine months ended September 30, 2013 and the $30 million net noncash benefit for the nine months ended September 30, 2012 described above. Earnings per diluted common share rose ~~$1.54,~~$1.94, or ~~25%~~20%, from the ~~six~~nine months ended ~~June~~September 30, 2012. The financial impact related to the Charitable Contribution has been excluded from as adjusted ~~results.~~results for the nine months ended September 30, 2013.

SeeNon-GAAP Financial Measures for further information on as adjusted items.

For further discussion of BlackRock’s revenue, expenses, ~~non-operating~~nonoperating results and income tax expense, seeDiscussion of Financial Results herein.

Non-GAAP Financial Measures

BlackRock reports its financial results in accordance with accounting principles generally accepted in the United States (“GAAP”); however, management believes 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.

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 management deems ~~non-recurring,~~nonrecurring 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 related commissions. Operating margin, as adjusted, equals operating income used for operating margin measurement divided by revenue (net of distribution and servicing costs and amortization of deferred sales commissions) used for operating margin measurement, as indicated in the table below.

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

(a) (continued)


Operating income, as adjusted and operating margin, as adjusted
Operating income, as adjusted, and operating margin, as adjusted									Operating income, as adjusted, and operating margin, as adjusted
										Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2013		2012		2013		2012
(Amounts in millions)										2013		2012		2013		2012
Operating income, GAAP basis		$849		$829		$1,758		$1,644			$966		$875		$2,724		$2,519
Non-GAAP expense adjustments:
PNC LTIP funding obligation											8		5		25		16
Charitable Contribution		124		-		124		-			-		-		124		-
PNC LTIP funding obligation		9		6		17		11
U.K. lease exit costs											-		(8)		-		(8)
Compensation expense related to appreciation (depreciation) on deferred compensation plans		-		(3)		4		2			4		4		8		6

Operating income, as adjusted		982		832		1,903		1,657			978		876		2,881		2,533
Closed-end fund launch costs		-		-		16		-			-		22		16		22
Closed-end fund launch commissions		-		-		2		-			-		3		2		3

Operating income used for operating margin measurement		$982		$832		$1,921		$1,657			$978		$901		$2,899		$2,558

Revenue, GAAP basis		$2,482		$2,229		$4,931		$4,478			$2,472		$2,320		$7,403		$6,798
Non-GAAP adjustments:
Distribution and servicing costs		(90)		(93)		(181)		(188)			(85)		(94)		(266)		(282)
Amortization of deferred sales commissions		(12)		(14)		(24)		(30)			(14)		(13)		(38)		(43)

Revenue used for operating margin measurement		$2,380		$2,122		$4,726		$4,260			$2,373		$2,213		$7,099		$6,473

Operating margin, GAAP basis		34.2%		37.2%		35.7%		36.7%			39.1%		37.7%		36.8%		37.1%

Operating margin, as adjusted		41.3%		39.2%		40.6%		38.9%			41.2%		40.7%		40.8%		39.5%

Operating income, as adjusted, includes non-GAAP expense adjustments. In the third quarter 2012, non-GAAP adjustments included U.K. lease exit costs incurred in the third quarter 2012 that represent an adjustment related to the costs initially recorded in the third quarter 2011 related to costs to exit two locations in London. During the nine months ended September 30, 2013, the $124 million expense related to the Charitable Contribution has been excluded from operating income, as adjusted, due to its nonrecurring nature and because the noncash, nonoperating pre-tax gain of $80 million related to the contributed PennyMac investment is reported in nonoperating income (expense). The portion of compensation expense associated with certain long-term incentive plans (“LTIP”) funded, or to be funded, through share distributions to participants of BlackRock stock held by PNC has been excluded because it ultimately does not impact BlackRock’s book value. Compensation expense associated with appreciation (depreciation) on 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 nonoperating income (expense).

•

~~Operating income, as adjusted:~~Operating income, as adjusted, reflects the non-GAAP expense adjustments discussed below. The $124 million expense related to the Charitable Contribution has been excluded from operating income, as adjusted, due to its non-recurring nature and because the non-cash, non-operating pre-tax gain of $80 million related to the contributed PennyMac investment is reported in non-operating income (expense). The portion of compensation expense associated with certain long-term incentive plans (“LTIP”) funded, or to be funded, through share distributions to participants of BlackRock stock held by PNC has been excluded because it ultimately does not impact BlackRock’s book value. Compensation expense associated with appreciation (depreciation) on 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 (expense).

Management believes operating income exclusive of these items is a useful measure in evaluating BlackRock’s operating performance and helps enhance the comparability of this information for the reporting periods presented.

•

~~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~~

(a) (continued)

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 have an economic offset in nonoperating income (expense). The Company also uses operating margin, as adjusted, to monitor corporate performance and efficiency and as a benchmark to compare its performance with other companies. Management uses both GAAP and non-GAAP financial measures in evaluating BlackRock’s financial performance. The non-GAAP measure by itself may pose limitations because it does not include all of the Company’s revenues and expenses.

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 related commissions. Management believes the exclusion of such costs and related 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 have an economic offset in non-operating income (expense). Examples of such adjustments include commissions paid to certain employees as compensation 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 with other companies. Management uses both GAAP and non-GAAP financial measures in evaluating the financial performance 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 the exclusion of such costs is useful 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 sales commissions is excluded from revenue used for operating margin measurement, as adjusted, because such costs, over time, substantially offset distribution fee revenue ~~earned by~~ the ~~Company.~~Company earns. 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.

(b) ~~Non-operating~~Nonoperating income (expense), less net income (loss) attributable to ~~NCI,~~noncontrolling interests, as ~~adjusted:~~adjusted

~~Non-operating income (expense)~~, ~~less net income (loss) attributable to NCI, as adjusted,~~ is presented below. The compensation expense offset is recorded in operating income. This compensation expense has been included in ~~non-operating~~nonoperating 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~~nonoperating income (expense), GAAP basis.

Management believes ~~non-operating~~nonoperating income (expense), less net income (loss) attributable to NCI, as adjusted, provides comparability of ~~this~~ information among reporting periods and is an effective measure for reviewing BlackRock’s ~~non-operating~~nonoperating contribution to ~~its~~ results. As compensation expense associated with (appreciation) depreciation on investments related to certain deferred compensation plans, which is included in operating income, substantially offsets the gain (loss) on the investments set aside for these plans, management believes ~~non-operating~~nonoperating 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~~nonoperating results that impact book value. ~~The non-cash, non-operating~~During the nine months ended September 30, 2013, the noncash, nonoperating pre-tax gain of $80 million related to the contributed PennyMac investment has been excluded from ~~non-operating~~nonoperating income (expense), less net income (loss) attributable to NCI, as adjusted due to its ~~non-recurring~~nonrecurring nature and because the more than offsetting associated Charitable Contribution expense of $124 million is reported in operating income.

(b) (continued)

~~Non-operating~~Nonoperating income (expense), less net income (loss) attributable to NCI, as adjusted

   Three Months Ended
June 30,    Six Months Ended
June 30,
(in millions)        2013            2012            2013            2012
Non-operating income (expense), GAAP basis
   $69         ($40)         $110         ($17)
Less: Net income (loss) attributable to NCI
   (23)         6         11         9








Non-operating income (expense), net of NCI
   92         (46)         99         (26)
Gain related to the Charitable Contribution
   (80)         -          (80)         -
Compensation expense related to (appreciation) depreciation on deferred compensation plans
   -          3         (4)         (2)








Non-operating income (expense), less net income (loss) attributable to NCI, as adjusted
   $12         ($43)         $15           ($28)


	Three Months Ended September 30,						Nine Months Ended September 30,
(Amounts in millions)	2013			2012			2013			2012
Nonoperating income (expense), GAAP basis	($	18	)	$	30		$	92		$	13
Less: Net income (loss) attributable to NCI		(1	)		13			10			22

Nonoperating income (expense), net of NCI		(17	)		17			82			(9	)
Gain related to the Charitable Contribution		-			-			(80	)		-
Compensation expense related to (appreciation) depreciation on deferred compensation plans		(4	)		(4	)		(8	)		(6	)

Nonoperating income (expense), less net income (loss) attributable to NCI, as adjusted	($	21	)	$	13		($	6	)	($	15	)

(c) Net income attributable to BlackRock, as adjusted:

Management believes net income attributable to BlackRock, 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, as adjusted, equals net income attributable to BlackRock, GAAP basis, adjusted for significant ~~non-recurring~~nonrecurring items, charges that ultimately will not impact BlackRock’s book value or certain tax items that do not impact cash flow.

See note (a) Operating income, as adjusted, and operating margin, as adjusted, for information on the PNC LTIP funding obligation, Charitable Contribution and the ~~PNC LTIP funding obligation.~~U.K. lease exit costs.

The ~~three and six~~nine months ended ~~June~~September 30, 2013 included a tax benefit of approximately $57 million recognized in connection with the Charitable Contribution. The tax benefit has been excluded from net income attributable to BlackRock, ~~Inc.,~~ as adjusted, due to the ~~non-recurring~~nonrecurring nature of the Charitable Contribution. The three and nine months ended September 30, 2013 and 2012 reflected adjustments related to the revaluation of certain deferred income tax liabilities, including legislation enacted in the United Kingdom and domestic state and local income tax changes. The resulting decrease in income taxes has been excluded from net income attributable to BlackRock, as adjusted, as these items will not have a cash flow impact and to ensure comparability among periods presented.

(c) (continued)

Net income attributable to BlackRock, Inc., as adjusted


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
(in millions, except per share data)	2013		2012		2013		2012
(Amounts in millions, except per share data)									2013		2012		2013		2012
Net income attributable to BlackRock, Inc., GAAP basis		$729		$554		$1,361		$1,126		$730		$642		$2,091		$1,768
Non-GAAP adjustments, net of tax:^(d)
PNC LTIP funding obligation										6		3		17		10
Amount related to the Charitable Contribution		(13)		-		(13)		-		-		-		(13)		-
PNC LTIP funding obligation		6		4		11		7
U.K. lease exit costs										-		(5)		-		(5)
Income tax changes										(64)		(30)		(64)		(30)

Net income attributable to BlackRock, Inc., as adjusted		$722		$558		$1,359		$1,133		$672		$610		$2,031		$1,743

Allocation of net income, as adjusted, to common shares^(e)		$722		$557		$1,359		$1,131		$672		$609		$2,031		$1,741
Diluted weighted-average common shares outstanding^(f)		173,873,583		179,590,702		174,268,870		180,753,515		173.4		175.5		174.0		179.0
Diluted earnings per common share, GAAP basis^(f)		$4.19		$3.08		$7.81		$6.22		$4.21		$3.65		$12.02		$9.87
Diluted earnings per common share, as adjusted^(f)		$4.15		$3.10		$7.80		$6.26		$3.88		$3.47		$11.67		$9.73

(d) For each period presented, the ~~quarters ended June 30, 2013 and 2012,~~non-GAAP adjustments, including the PNC LTIP funding obligation ~~non-GAAP adjustment was tax effected at 30.2%~~ and ~~30.4%, respectively, reflecting a blended rate applicable to the adjustment. For the six months ended June 30, 2013 and 2012, the PNC LTIP funding obligation non-GAAP adjustments~~U.K. lease exit costs, were tax effected at ~~31.0%.~~the respective blended rates applicable to the adjustments. The ~~three and six~~nine months ended ~~June~~September 30, 2013 also included a tax benefit of approximately $57 million related to the Charitable Contribution.

(e) For the three and ~~six~~nine months ended ~~June~~September 30, 2012, amounts exclude net income attributable to participating ~~securities (see below).~~securities.

(f) ~~Non-voting~~Nonvoting participating preferred stock is considered to be a common stock equivalent for purposes of determining basic and diluted earnings per share calculations.

Prior to first quarter 2013, certain unvested restricted stock units were not included in diluted weighted-average common shares outstanding as they were deemed participating securities in accordance with required provisions of Accounting Standards Codification (“ASC”) 260-10,~~Earnings per Share~~~~. Average outstanding participating securities were 0.2 million for the quarter and six months ended June 30, 2012. For further information, see Note 17,~~~~Earnings per Share~~~~, to the condensed consolidated financial statements.~~

Assets Under Management

AUM for reporting purposes generally is 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.

~~The following summary table presents AUM by client type.~~

AUM and Net Subscriptions (Redemptions) by Client Type

AUM Net Subscriptions (Redemptions)⁽¹⁾
(in millions) June 30,
2013 March 31,
2013 June 30,
2012 Three Months
Ended
June 30,
2013 Six Months
Ended
June 30,
2013 Twelve Months
Ended
June 30,
2013⁽²⁾
Retail
$ 414,379    $ 421,141    $ 374,008    $ 5,076    $ 13,871    $ 22,616
iShares
774,397    802,776    644,908    (963 ) 24,631    85,510
Institutional:

Active
861,231    878,741    849,994    1,317    (8,983 ) (24,372 )
Index
1,514,448    1,526,597    1,386,508    6,477    21,833    (28,280 )

Total institutional
2,375,679    2,405,338    2,236,502    7,794    12,850    (52,652 )

Total long-term
3,564,455    3,629,255    3,255,418    11,907    51,352    55,474

Cash management
252,562    261,329    239,471    (8,829 ) (8,663 ) 12,821
Advisory⁽³⁾
39,990    45,825    65,045    (4,891 ) (4,002 ) (24,030 )

Total
$ 3,857,007    $ 3,936,409    $ 3,559,934    ($1,813 ) $ 38,687    $ 44,265

~~The following summary table presents AUM by product type.~~


	AUM						Net Subscriptions (Redemptions)⁽¹⁾
(in millions)	September 30, 2013		June 30, 2013		September 30, 2012		Three Months Ended September 30, 2013			Nine Months Ended September 30, 2013			Twelve Months Ended September 30, 2013
Retail	$	438,449	$	414,379	$	397,954	$	8,344		$	22,213		$	26,322
iShares		856,909		774,397		705,765		20,249			44,882			80,596
Institutional:
Active		890,070		861,231		880,726		53			(8,929	)		(16,984	)
Index		1,612,337		1,514,448		1,393,928		(3,361	)		18,472			33,687

Total institutional		2,502,407		2,375,679		2,274,654		(3,308	)		9,543			16,703

Total long-term		3,797,765		3,564,455		3,378,373		25,285			76,638			123,621

Cash management		260,077		252,562		248,331		4,469			(4,195	)		10,221
Advisory⁽²⁾		38,514		39,990		46,570		(2,033	)		(6,036	)		(6,681	)

Total	$	4,096,356	$	3,857,007	$	3,673,274		$27,721		$	66,407		$	127,161

AUM and Net Subscriptions (Redemptions) by Product Type


	AUM						Net Subscriptions (Redemptions)⁽¹⁾									AUM						Net Subscriptions (Redemptions)⁽¹⁾
(in millions)	June 30, 2013		March 31, 2013		June 30, 2012		Three Months Ended June 30, 2013			Six Months Ended June 30, 2013			Twelve Months Ended June 30, 2013⁽²⁾			September 30, 2013		June 30, 2013		September 30, 2012		Three Months Ended September 30, 2013			Nine Months Ended September 30, 2013			Twelve Months Ended September 30, 2013
Equity	$	1,973,115	$	1,992,595	$	1,642,683		($348	)	$	33,323		$	86,463		$	2,148,712	$	1,973,115	$	1,773,530	$	11,256		$	44,581		$	75,773
Fixed income		1,205,359		1,245,533		1,266,076		5,101			2,521			(50,551	)		1,237,559		1,205,359		1,233,811		7,491			10,011			22,411
Multi-asset		289,305		283,566		243,087		11,051			20,081			26,766			308,117		289,305		257,607		4,863			24,943			29,029
Alternatives		96,676		107,561		103,572		(3,897	)		(4,573	)		(7,204	)
Core																	72,758		70,227		68,931		1,388			3,305			2,335
Currency and commodities⁽³⁾																	30,619		26,449		44,494		287			(6,202	)		(5,927	)

Subtotal																	103,377		96,676		113,425		1,675			(2,897	)		(3,592	)

Total long-term		3,564,455		3,629,255		3,255,418		11,907			51,352			55,474			3,797,765		3,564,455		3,378,373		25,285			76,638			123,621

Cash management		252,562		261,329		239,471		(8,829	)		(8,663	)		12,821			260,077		252,562		248,331		4,469			(4,195	)		10,221
Advisory⁽³⁾		39,990		45,825		65,045		(4,891	)		(4,002	)		(24,030	)
Advisory⁽²⁾																	38,514		39,990		46,570		(2,033	)		(6,036	)		(6,681	)

Total	$	3,857,007	$	3,936,409	$	3,559,934		($1,813	)	$	38,687		$	44,265		$	4,096,356	$	3,857,007	$	3,673,274	$	27,721		$	66,407		$	127,161

⁽¹⁾	Amounts include distributions representing return of capital and return on investment to investors.

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

⁽³⁾	Amounts include commodityiShares.

Component Changes in AUM for the Third Quarter 2013

The following table presents component changes in AUM by client type and product for the quarter ended September 30, 2013.


(in millions)	June 30, 2013		Net subscriptions (redemptions)⁽¹⁾			Acquisition⁽²⁾		Market appreciation (depreciation)			Foreign exchange⁽³⁾		September 30, 2013
Retail:
Equity	$	161,441	$	1,166		$	-	$	10,261		$	1,864	$	174,732
Fixed income		141,541		2,256			-		(970	)		359		143,186
Multi-asset		99,105		2,899			-		3,742			271		106,017
Alternatives		12,292		2,023			-		(2	)		201		14,514

Retail subtotal		414,379		8,344			-		13,031			2,695		438,449
iShares:
Equity		577,268		21,069			13,021		38,444			3,726		653,528
Fixed income		180,943		(1,452	)		1,294		222			1,834		182,841
Multi-asset		1,107		33			-		35			4		1,179
Alternatives		15,079		599			1,645		1,975			63		19,361

iShares subtotal		774,397		20,249			15,960		40,676			5,627		856,909
Institutional:
Active:
Equity		126,425		(6,098	)		-		7,585			2,952		130,864
Fixed income		490,490		4,922			-		2,393			5,438		503,243
Multi-asset		180,310		2,232			-		5,012			4,435		191,989
Alternatives		64,006		(1,003	)		-		347			624		63,974

Active subtotal		861,231		53			-		15,337			13,449		890,070
Index:
Equity		1,107,981		(4,881	)		-		71,638			14,850		1,189,588
Fixed income		392,385		1,765			-		913			13,226		408,289
Multi-asset		8,783		(301	)		-		175			275		8,932
Alternatives		5,299		56			-		(4	)		177		5,528

Index subtotal		1,514,448		(3,361	)		-		72,722			28,528		1,612,337

Institutional subtotal		2,375,679		(3,308	)		-		88,059			41,977		2,502,407

Long-term		3,564,455		25,285			15,960		141,766			50,299		3,797,765

Cash management		252,562		4,469			-		104			2,942		260,077
Advisory⁽⁴⁾		39,990		(2,033	)		-		(195	)		752		38,514

Total	$	3,857,007	$	27,721		$	15,960	$	141,675		$	53,993	$	4,096,356

⁽¹⁾	Amounts include distributions representing return of capital and return on investment to investors.

⁽²⁾	Amounts ~~include~~represent AUM acquired from the ~~effect~~Company’s acquisition of ~~a single non-ETF index fixed income outflow of $74.2 billion in the third quarter 2012.~~Credit Suisse’s ETF franchise on July 1, 2013 (the “Credit Suisse ETF Transaction”).

⁽³⁾	Foreign exchange reflects the impact of converting non-U.S. dollar denominated AUM into U.S. dollars for reporting purposes.

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

~~Component Changes in AUM for the Second Quarter 2013~~

The following table presents component changes in AUM by ~~client type and~~ product for the quarter ended ~~June~~September 30, 2013.


(in millions)	March 31, 2013		Net subscriptions (redemptions)⁽¹⁾			Market appreciation (depreciation)			Foreign exchange⁽²⁾			June 30, 2013		June 30, 2013		Net subscriptions (redemptions)⁽¹⁾			Acquisition⁽²⁾		Market appreciation (depreciation)			Foreign exchange⁽³⁾		September 30, 2013
Retail:
Equity:
Active														$	280,332	$	(5,062	)	$	—	$	17,409		$	4,805	$	297,484
iShares															577,268		21,069			13,021		38,444			3,726		653,528
Fixed income:
Active															631,808		7,167			—		1,423			5,795		646,193
iShares															180,943		(1,452	)		1,294		222			1,834		182,841
Multi-asset															289,305		4,863			—		8,964			4,985		308,117
Alternatives:
Core															70,227		1,388			—		390			753		72,758
Currency and commodities⁽⁴⁾															26,449		287			1,645		1,926			312		30,619

Subtotal															2,056,332		28,260			15,960		68,778			22,210		2,191,540
Non-ETF Index:
Equity	$	169,402	$	(1,753	)	$	(6,068	)	$	(140	)	$	161,441		1,115,515		(4,751	)		—		72,075			14,861		1,197,700
Fixed income		143,711		2,636			(4,778	)		(28	)		141,541		392,608		1,776			—		913			13,228		408,525
Multi-asset		97,373		2,489			(501	)		(256	)		99,105
Alternatives		10,655		1,704			(66	)		(1	)		12,292

Retail sub-total		421,141		5,076			(11,413	)		(425	)		414,379
iShares:
Equity		588,694		2,655			(12,922	)		(1,159	)		577,268
Fixed income		189,501		(1,449	)		(6,921	)		(188	)		180,943
Multi-asset		1,035		99			(21	)		(6	)		1,107
Alternatives		23,546		(2,268	)		(6,188	)		(11	)		15,079

iShares sub-total		802,776		(963	)		(26,052	)		(1,364	)		774,397
Institutional:
Active:
Equity		130,138		(2,938	)		361			(1,136	)		126,425
Fixed income		505,391		(1,269	)		(11,982	)		(1,650	)		490,490
Multi-asset		175,524		8,778			(4,064	)		72			180,310
Alternatives		67,688		(3,254	)		26			(454	)		64,006

Active sub-total		878,741		1,317			(15,659	)		(3,168	)		861,231
Index:
Equity		1,104,361		1,688			8,013			(6,081	)		1,107,981
Fixed income		406,930		5,183			(16,497	)		(3,231	)		392,385
Multi-asset		9,634		(315	)		(339	)		(197	)		8,783
Alternatives		5,672		(79	)		(292	)		(2	)		5,299

Index sub-total		1,526,597		6,477			(9,115	)		(9,511	)		1,514,448
Subtotal Non-ETF Index															1,508,123		(2,975	)		—		72,988			28,089		1,606,225

Long-term		3,629,255		11,907			(62,239	)		(14,468	)		3,564,455		3,564,455		25,285			15,960		141,766			50,299		3,797,765

Cash management		261,329		(8,829	)		30			32			252,562		252,562		4,469			—		104			2,942		260,077
Advisory⁽³⁾		45,825		(4,891	)		(114	)		(830	)		39,990
Advisory⁽⁵⁾															39,990		(2,033	)		—		(195	)		752		38,514

Total	$	3,936,409	$	(1,813	)	$	(62,323	)	$	(15,266	)	$	3,857,007	$	3,857,007	$	27,721		$	15,960	$	141,675		$	53,993	$	4,096,356

⁽¹⁾	Amounts include distributions representing return of capital and return on investment to investors.

⁽²⁾	Amounts represent AUM acquired in the Credit Suisse ETF Transaction.

⁽³⁾	Foreign exchange reflects the impact of converting non-U.S. dollar denominated AUM into U.S. dollars for reporting purposes.

⁽³⁾⁽⁴⁾

Amounts include commodityiShares.

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

AUM increased $239.3 billion to $4.096 trillion at September 30, 2013 from $3.857 trillion at June 30, 2013, largely driven by market appreciation of $141.7 billion, foreign exchange gains, long-term net inflows and acquired AUM related to the Credit Suisse ETF Transaction.

Net market appreciation of $141.7 billion primarily included appreciation of $127.9 billion from equity products due to improved global equity markets.

AUM increased $54.0 billion from foreign exchange movements resulting from the weakening of the U.S. dollar, largely against the pound sterling and the euro.

Net Subscriptions (Redemptions). Net subscriptions of $27.7 billion reflected $25.3 billion of long-term net inflows driven byiShares net inflows of $20.2 billion and retail net inflows of $8.3 billion. Net subscriptions in long-term products of $25.3 billion reflected the following:

Net Subscriptions

^·

iShares net inflows of $20.2 billion, including $16.4 billion of U.S. and $5.0 billion of EuropeaniShares net inflows.Strong demand for emerging markets and broad market European equity exposure in the latter part of the quarter drove equity net inflows of $21.1 billion;

^·

Active fixed income net inflows of $7.2 billion, reflecting inflows to U.S. core and local currency strategies, partially offset by outflows from U.S. municipal and targeted-duration products; and

^·
Multi-asset net inflows of $4.9 billion, reflecting strong flows into institutional active multi-asset products driven by continued demand for the LifePath^® target-date suite, which had net inflows of $3.0 billion, and retail inflows of $2.9 billion with particular demand for the flagship Multi-asset Income and Global Allocation funds.

Net Redemptions

^·

Active equity net outflows of $5.1 billion, concentrated in U.S. equity and regional and country specific strategies; and

^·

Non-ETF index equity net outflows of $4.8 billion, primarily in U.S equities, partially offset by inflows into regional and country specific and global strategies.

Cash Management Net Subscriptions. Cash management net inflows of $4.5 billion primarily were comprised of net inflows from Americas and EMEA institutional clients in government strategies and offshore funds, respectively.

Advisory Net Redemptions. Planned portfolio liquidations drove advisory net outflows of $2.0 billion.

Component Changes in AUM for the Nine Months Ended September 30, 2013

The following table presents the component changes in AUM by client type and product for the ~~quarter~~nine months ended ~~June~~September 30, 2013.

(in millions) March 31,
2013 Net
subscriptions
(redemptions)⁽¹⁾ Market
appreciation
(depreciation) Foreign
exchange⁽²⁾ June 30,
2013
Equity:

Active
$ 291,759    $ (4,333 ) $ (5,863 ) $ (1,231 ) $ 280,332
iShares
588,694    2,655    (12,922 ) (1,159 ) 577,268
Fixed income:

Active
648,865    1,367    (16,754 ) (1,670 ) 631,808
iShares
189,501    (1,449 ) (6,921 ) (188 ) 180,943
Multi-asset
283,566    11,051    (4,925 ) (387 ) 289,305
Alternatives:

Core
69,943    406    56    (178 ) 70,227
Currency and commodities⁽⁴⁾
37,618    (4,303 ) (6,576 ) (290 ) 26,449

Sub-total
2,109,946    5,394    (53,905 ) (5,103 ) 2,056,332
Non-ETF Index:

Equity
1,112,142    1,330    8,169    (6,126 ) 1,115,515
Fixed income
407,167    5,183    (16,503 ) (3,239 ) 392,608

Sub-total Non-ETF Index
1,519,309    6,513    (8,334 ) (9,365 ) 1,508,123

Long-term
3,629,255    11,907    (62,239 ) (14,468 ) 3,564,455
Cash management
261,329    (8,829 ) 30    32    252,562
Advisory⁽³⁾
45,825    (4,891 ) (114 ) (830 ) 39,990

Total
$ 3,936,409    $ (1,813 ) $ (62,323 ) $ (15,266 ) $ 3,857,007


(in millions)	December 31, 2012		Net subscriptions (redemptions)⁽¹⁾			Acquisition⁽²⁾		Market appreciation (depreciation)			Foreign exchange⁽³⁾			September 30, 2013
Retail:
Equity	$	164,748	$	(1,198	)	$	-	$	11,221		$	(39	)	$	174,732
Fixed income		138,425		10,327			-		(5,640	)		74			143,186
Multi-asset		90,626		8,278			-		7,253			(140	)		106,017
Alternatives		9,685		4,806			-		(18	)		41			14,514

Retail subtotal		403,484		22,213			-		12,816			(64	)		438,449
iShares:
Equity		534,648		50,004			13,021		55,395			460			653,528
Fixed income		192,852		(3,917	)		1,294		(7,661	)		273			182,841
Multi-asset		869		261			-		53			(4	)		1,179
Alternatives		24,337		(1,466	)		1,645		(5,174	)		19			19,361

iShares subtotal		752,706		44,882			15,960		42,613			748			856,909
Institutional:
Active:
Equity		129,024		(14,680	)		-		18,255			(1,735	)		130,864
Fixed income		518,102		(4,121	)		-		(7,915	)		(2,823	)		503,243
Multi-asset		166,708		16,840			-		7,575			866			191,989
Alternatives		70,861		(6,968	)		-		1,014			(933	)		63,974

Active subtotal		884,695		(8,929	)		-		18,929			(4,625	)		890,070
Index:
Equity		1,017,081		10,455			-		170,209			(8,157	)		1,189,588
Fixed income		409,943		7,722			-		(5,126	)		(4,250	)		408,289
Multi-asset		9,545		(436	)		-		283			(460	)		8,932
Alternatives		4,912		731			-		(132	)		17			5,528

Index subtotal		1,441,481		18,472			-		165,234			(12,850	)		1,612,337

Institutional subtotal		2,326,176		9,543			-		184,163			(17,475	)		2,502,407

Long-term		3,482,366		76,638			15,960		239,592			(16,791	)		3,797,765

Cash management		263,743		(4,195	)		-		236			293			260,077
Advisory⁽⁴⁾		45,479		(6,036	)		-		(370	)		(559	)		38,514

Total	$	3,791,588	$	66,407		$	15,960	$	239,458		$	(17,057	)	$	4,096,356

⁽¹⁾	Amounts include distributions representing return of capital and return on investment to investors.

⁽²⁾	~~Foreign exchange reflects~~Amounts represent AUM acquired in the ~~impact of converting non-U.S. dollar denominated AUM into U.S. dollars for reporting purposes.~~Credit Suisse ETF Transaction.

⁽³⁾	~~Advisory AUM represents long-term portfolio liquidation assignments.~~

⁽⁴⁾	~~Amounts include commodity~~~~iShares~~.

AUM decreased $79.4 billion to $3.857 trillion at June 30, 2013 from $3.936 trillion at March 31, 2013, largely driven by market declines and foreign exchange losses, partially offset by long-term positive net new business.

Net market depreciation of $62.3 billion primarily included depreciation of $40.2 billion across most fixed income strategies and net depreciation of $10.6 billion from equity products primarily due to lower global equity markets.

~~AUM decreased $15.3 billion from foreign exchange movements resulting from the strengthening of the U.S. dollar, largely against the Japanese yen and Australian dollar.~~

~~Net Subscriptions (Redemptions)~~. Net redemptions of $1.8 billion reflected outflows from cash management and advisory clients, substantially offset by positive long-term net new business of $11.9 billion. Long-term flows included inflows of $5.1 billion and $7.8 billion from retail and institutional clients, respectively, partially offset by $1.0 billion of outflows from~~iShares.~~

~~Long-term Net Subscriptions (Redemptions).~~ ~~Net subscriptions in long-term products of $11.9 billion reflected the following:~~

~~Net Subscriptions~~

^·

~~Multi-asset net inflows of $11.1 billion reflecting strong flows of $8.8 billion into institutional active multi-asset products driven by continued demand for the~~~~LifePath~~^® ~~target date suite, which had net inflows of $4.0 billion;~~

^·

~~Non-ETF index fixed income net inflows of $5.2 billion primarily driven by demand for local currency fixed income products in EMEA and for global bond mandates in Asia-Pacific; and~~

^·

~~Equity~~~~iShares~~ ~~net new business of $2.7 billion, concentrated in U.S. core and single-country equity offerings, partially offset by outflows from emerging markets strategies.~~

~~Net Redemptions~~

^·

~~Active equity net outflows of $4.3 billion concentrated in sector specific, U.S. and global strategies, partially offset by inflows into regional and country specific strategies; and~~

^·

~~Alternatives currency and commodities net outflows of $4.3 billion primarily related to outflows from~~~~iShares~~ ~~commodity funds and active currency redemptions.~~

~~Cash Management Net Redemptions.~~ Cash management net outflows of $8.8 billion primarily were comprised of net outflows from Americas institutional and retail clients in prime strategies and EMEA institutional clients in offshore funds.

~~Advisory Net Redemptions.~~ ~~Advisory net outflows of $4.9 billion were due to planned portfolio liquidations.~~

~~Component Changes in AUM for the Six Months Ended 2013~~

~~The following table presents the component changes in AUM by client type and product for the six months ended June 30, 2013.~~

(in millions) December 31,
2012 Net
subscriptions
(redemptions)⁽¹⁾ Market
appreciation
(depreciation) Foreign
exchange⁽²⁾ June 30,
2013
Retail:

Equity
$ 164,748    $ (2,364 ) $ 960    $ (1,903 ) $ 161,441
Fixed income
138,425    8,073    (4,671 ) (286 ) 141,541
Multi-asset
90,626    5,379    3,511    (411 ) 99,105
Alternatives
9,685    2,783    (16 ) (160 ) 12,292

Retail sub-total
403,484    13,871    (216 ) (2,760 ) 414,379
iShares:

Equity
534,648    28,934    16,952    (3,266 ) 577,268
Fixed income
192,852    (2,465 ) (7,883 ) (1,561 ) 180,943
Multi-asset
869    228    18    (8 ) 1,107
Alternatives
24,337    (2,066 ) (7,149 ) (43 ) 15,079

iShares sub-total
752,706    24,631    1,938    (4,878 ) 774,397
Institutional:

Active:

Equity
129,024    (8,582 ) 10,670    (4,687 ) 126,425
Fixed income
518,102    (9,043 ) (10,308 ) (8,261 ) 490,490
Multi-asset
166,708    14,607    2,563    (3,568 ) 180,310
Alternatives
70,861    (5,965 ) 668    (1,558 ) 64,006

Active sub-total
884,695    (8,983 ) 3,593    (18,074 ) 861,231
Index:

Equity
1,017,081    15,335    98,571    (23,006 ) 1,107,981
Fixed income
409,943    5,956    (6,038 ) (17,476 ) 392,385
Multi-asset
9,545    (133 ) 108    (737 ) 8,783
Alternatives
4,912    675    (128 ) (160 ) 5,299

Index sub-total
1,441,481    21,833    92,513    (41,379 ) 1,514,448

Long-term
3,482,366    51,352    97,828    (67,091 ) 3,564,455

Cash management
263,743    (8,663 ) 131    (2,649 ) 252,562
Advisory⁽³⁾
45,479    (4,002 ) (175 ) (1,312 ) 39,990

Total
$ 3,791,588    $ 38,687    $ 97,784    $ (71,052 ) $ 3,857,007

(¹⁾	~~Amounts include distributions representing return of capital and return on investment to investors.~~

⁽²⁾	Foreign exchange reflects the impact of converting non-U.S. dollar denominated AUM into U.S. dollars for reporting purposes.

⁽³⁾⁽⁴⁾

Advisory AUM represents long-term portfolio liquidation assignments.

The following table presents component changes in AUM by product for the ~~six~~nine months ended ~~June~~September 30, 2013.


(in millions)	December 31, 2012		Net subscriptions (redemptions)⁽¹⁾			Market appreciation (depreciation)			Foreign exchange⁽²⁾			June 30, 2013		December 31, 2012		Net subscriptions (redemptions)⁽¹⁾			Acquisition⁽²⁾		Market appreciation (depreciation)			Foreign exchange⁽³⁾			September 30, 2013
Equity:
Active	$	287,215	$	(11,208	)	$	10,870		$	(6,545	)	$	280,332	$	287,215	$	(16,269	)	$	-	$	28,279		$	(1,741	)	$	297,484
iShares		534,648		28,934			16,952			(3,266	)		577,268		534,648		50,004			13,021		55,395			460			653,528
Fixed income:
Active		656,331		(1,013	)		(14,971	)		(8,539	)		631,808		656,331		6,154			-		(13,549	)		(2,743	)		646,193
iShares		192,852		(2,465	)		(7,883	)		(1,561	)		180,943		192,852		(3,917	)		1,294		(7,661	)		273			182,841
Multi-asset		267,748		20,081			6,200			(4,724	)		289,305		267,748		24,943			-		15,164			262			308,117
Alternatives:
Core		68,367		1,917			853			(910	)		70,227		68,367		3,305			-		1,243			(157	)		72,758
Currency and commodities⁽⁴⁾		41,428		(6,490	)		(7,478	)		(1,011	)		26,449		41,428		(6,202	)		1,645		(5,553	)		(699	)		30,619

Sub-total		2,048,589		29,756			4,543			(26,556	)		2,056,332
Subtotal															2,048,589		58,018			15,960		73,318			(4,345	)		2,191,540
Non-ETF Index:
Equity		1,023,638		15,597			99,331			(23,051	)		1,115,515		1,023,638		10,846			-		171,406			(8,190	)		1,197,700
Fixed income		410,139		5,999			(6,046	)		(17,484	)		392,608		410,139		7,774			-		(5,132	)		(4,256	)		408,525

Sub-total Non-ETF Index		1,433,777		21,596			93,285			(40,535	)		1,508,123
Subtotal Non-ETF Index															1,433,777		18,620			-		166,274			(12,446	)		1,606,225

Long-term		3,482,366		51,352			97,828			(67,091	)		3,564,455		3,482,366		76,638			15,960		239,592			(16,791	)		3,797,765
Cash management		263,743		(8,663	)		131			(2,649	)		252,562		263,743		(4,195	)		-		236			293			260,077
Advisory⁽³⁾⁽⁵⁾		45,479		(4,002	)		(175	)		(1,312	)		39,990		45,479		(6,036	)		-		(370	)		(559	)		38,514

Total	$	3,791,588	$	38,687		$	97,784		$	(71,052	)	$	3,857,007	$	3,791,588	$	66,407		$	15,960	$	239,458		$	(17,057	)	$	4,096,356

⁽¹⁾	Amounts include distributions representing return of capital and return on investment to investors.

⁽²⁾	Amounts represent AUM acquired in the Credit Suisse ETF Transaction.

⁽³⁾	Foreign exchange reflects the impact of converting non-U.S. dollar denominated AUM into U.S. dollars for reporting purposes.

⁽³⁾⁽⁴⁾

Amounts include commodityiShares.

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

⁽⁴⁾	~~Amounts include commodity~~~~iShares~~.

AUM increased approximately ~~$65.4~~$304.8 billion to ~~$3.857~~$4.096 trillion at ~~June~~September 30, 2013 from $3.792 trillion at December 31, 2012, largely driven by market appreciation of ~~$97.8~~$239.5 billion, ~~and~~ net inflows ~~of $38.7 billion.~~and acquired AUM related to the Credit Suisse ETF Transaction. The increase in AUM was partially offset by foreign exchange losses.

Net market appreciation of ~~$97.8~~$239.5 billion included ~~$127.2~~$255.1 billion from equity products, primarily due to ~~higher~~improved U.S. and global equity markets and $15.2 billion from multi-asset products, concentrated in global strategies, partially offset by depreciation of ~~$28.9~~$26.3 billion from fixed income products across all fixed income strategies.

The ~~$71.1~~$17.1 billion decrease in AUM from foreign exchange movements was due to the strengthening of the U.S. dollar, primarily against the ~~pound sterling and~~ Japanese yen.

Net Subscriptions (Redemptions). Net subscriptions reflected positive long-term net ~~new business~~inflows of ~~$51.4~~$76.6 billion, partially offset by outflows from cash management and advisory clients. Net long-term subscriptions reflected net subscriptions of ~~$24.6~~$44.9 billion fromiShares ~~clients, $13.9~~, $22.2 billion from

retail clients and ~~$12.9~~$9.5 billion from institutional clients.

~~Long-term Net Subscriptions (Redemptions).~~Net subscriptions in long-term products totaling ~~$51.4~~$76.6 billion, reflected the following:

Net Subscriptions

^·

EquityiShares net inflows of ~~$28.9~~$50.0 billion, ~~concentrated in U.S., global and sector specific~~across diverse strategies;

^·

Multi-asset net inflows of ~~$20.1~~$24.9 billion, reflecting strong flows of ~~$14.6~~$16.8 billion into institutional active multi-asset products, driven by continued demand for theLifePath target date suite ~~which had~~and $8.3 billion from retail clients with a particular demand for the flagship Multi-asset Income and Global Allocation funds;

^·

Fixed income active net inflows of ~~$6.9 billion;~~$6.2 billion, reflecting inflows into local currency, U.S. core and sector specific strategies, partially offset by outflows from U.S. targeted duration strategies;

^·

Non-ETF index equity net inflows of ~~$15.6~~$10.8 billion, primarily in global strategies, partially offset by outflows from regional, ~~and~~ country specific, and U.S. equity strategies; ~~and~~

^·

Non-ETF index fixed income net inflows of ~~$6.0~~$7.8 billion, concentrated in local currency and U.S. targeted duration ~~strategies.~~strategies; and

^·

Alternative core net inflows of $3.3 billion, concentrated in retail mutual funds.

Net Redemptions

^·

Active equity net outflows of ~~$11.2~~$16.3 billion, concentrated in U.S. and global equity and sector specific strategies; and

^·

Alternatives currency and commodities net outflows of ~~$6.5~~$6.2 billion, primarily related to active currency ~~redemptions and outflows from~~~~iShares~~ ~~commodity funds.~~redemptions.

Cash Management Net Redemptions. Cash management net outflows of ~~$8.7~~$4.2 billion were driven by net outflows from Americas institutional clients primarily in prime strategies, partially offset by inflows from Americas institutional clients into government funds.

Advisory Net Redemptions. ~~Advisory~~Planned portfolio liquidation disbursements drove advisory net outflows of ~~$4.0 billion were driven by planned portfolio liquidation disbursements.~~$6.0 billion.

Component Changes in AUM for the Twelve Months Ended ~~June~~September 30, 2013

The following table presents component changes in AUM by client type and product for the twelve months ended ~~June~~September 30, 2013.


(in millions)	June 30, 2012		Net subscriptions (redemptions)⁽¹⁾			Market appreciation (depreciation)⁽²⁾			Foreign exchange⁽³⁾			June 30, 2013		September 30, 2012		Net subscriptions (redemptions)⁽¹⁾			Acquisition⁽²⁾		Market appreciation (depreciation)			Foreign exchange⁽³⁾			September 30, 2013
Retail:
Equity	$	154,835	$	(4,034	)	$	11,529		$	(889	)	$	161,441	$	164,759	$	(1,565	)	$	-	$	11,291		$	247		$	174,732
Fixed income		123,397		18,566			(318	)		(104	)		141,541		133,737		14,629			-		(5,318	)		138			143,186
Multi-asset		86,372		5,194			7,867			(328	)		99,105		90,034		8,177			-		7,936			(130	)		106,017
Alternatives		9,404		2,890			54			(56	)		12,292		9,424		5,081			-		(55	)		64			14,514

Retail sub-total		374,008		22,616			19,132			(1,377	)		414,379
Retail subtotal															397,954		26,322			-		13,854			319			438,449
iShares:
Equity		443,311		79,522			54,978			(543	)		577,268		491,534		80,079			13,021		67,727			1,167			653,528
Fixed income		180,355		5,205			(4,478	)		(139	)		180,943		187,771		544			1,294		(7,510	)		742			182,841
Multi-asset		712		353			47			(5	)		1,107		817		310			-		58			(6	)		1,179
Alternatives		20,530		430			(5,883	)		2			15,079		25,643		(337	)		1,645		(7,618	)		28			19,361

iShares sub-total		644,908		85,510			44,664			(685	)		774,397
iShares subtotal															705,765		80,596			15,960		52,657			1,931			856,909
Institutional:
Active:
Equity		126,589		(18,057	)		21,518			(3,625	)		126,425		130,013		(19,133	)		-		22,403			(2,419	)		130,864
Fixed income		507,449		(16,332	)		6,672			(7,299	)		490,490		519,260		(8,815	)		-		(2,643	)		(4,559	)		503,243
Multi-asset		147,409		20,952			12,591			(642	)		180,310		158,190		20,055			-		11,754			1,990			191,989
Alternatives		68,547		(10,935	)		8,207			(1,813	)		64,006		73,263		(9,091	)		-		1,458			(1,656	)		63,974

Active sub-total		849,994		(24,372	)		48,988			(13,379	)		861,231
Active subtotal															880,726		(16,984	)		-		32,972			(6,644	)		890,070
Index:
Equity		917,948		29,032			180,976			(19,975	)		1,107,981		987,224		16,392			-		198,328			(12,356	)		1,189,588
Fixed income		454,875		(57,990	)		5,285			(9,785	)		392,385		393,043		16,053			-		3,702			(4,509	)		408,289
Multi-asset		8,594		267			837			(915	)		8,783		8,566		487			-		706			(827	)		8,932
Alternatives		5,091		411			(112	)		(91	)		5,299		5,095		755			-		(351	)		29			5,528

Index sub-total		1,386,508		(28,280	)		186,986			(30,766	)		1,514,448
Index subtotal															1,393,928		33,687			-		202,385			(17,663	)		1,612,337

Institutional subtotal															2,274,654		16,703			-		235,357			(24,307	)		2,502,407

Long-term		3,255,418		55,474			299,770			(46,207	)		3,564,455		3,378,373		123,621			15,960		301,868			(22,057	)		3,797,765

Cash management		239,471		12,821			737			(467	)		252,562		248,331		10,221			-		519			1,006			260,077
Advisory⁽⁴⁾		65,045		(24,030	)		(655	)		(370	)		39,990		46,570		(6,681	)		-		(618	)		(757	)		38,514

Total	$	3,559,934	$	44,265		$	299,852		$	(47,044	)	$	3,857,007	$	3,673,274	$	127,161		$	15,960	$	301,769		$	(21,808	)	$	4,096,356

⁽¹⁾	Amounts include distributions representing return of capital and return on investment to investors. ~~Amounts also include the effect of a single non-ETF index fixed income outflow of $74.2 billion in the third quarter 2012.~~

⁽²⁾	Amounts ~~include $6.1 billion of~~represent AUM acquired ~~from Swiss Re Private Equity Partners (the “SRPEP Transaction”)~~ in ~~September 2012.~~the Credit Suisse ETF Transaction.

⁽³⁾	Foreign exchange reflects the impact of converting non-U.S. dollar denominated AUM into U.S. dollars for reporting purposes.

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

The following table presents the component changes in AUM by product for the twelve months ended ~~June~~September 30, 2013.


(in millions)	June 30, 2012		Net subscriptions (redemptions)⁽¹⁾			Market appreciation (depreciation)⁽²⁾			Foreign exchange⁽³⁾			June 30, 2013		September 30, 2012		Net subscriptions (redemptions)⁽¹⁾			Acquisition⁽²⁾		Market appreciation (depreciation)			Foreign exchange⁽³⁾			September 30, 2013
Equity:
Active	$	274,670	$	(21,726	)	$	31,878		$	(4,490	)	$	280,332	$	288,799	$	(21,712	)	$	-	$	32,533		$	(2,136	)	$	297,484
iShares		443,311		79,522			54,978			(543	)		577,268		491,534		80,079			13,021		67,727			1,167			653,528
Fixed income:
Active		630,639		2,205			6,359			(7,395	)		631,808		652,780		5,780			-		(7,952	)		(4,415	)		646,193
iShares		180,355		5,205			(4,478	)		(139	)		180,943		187,771		544			1,294		(7,510	)		742			182,841
Multi-asset		243,087		26,766			21,342			(1,890	)		289,305		257,607		29,029			-		20,454			1,027			308,117
Alternatives:
Core		63,575		(1,053	)		8,356			(651	)		70,227		68,931		2,335			-		1,714			(222	)		72,758
Currency and commodities⁽⁵⁾		39,997		(6,151	)		(6,090	)		(1,307	)		26,449
Currency and commodities⁽⁴⁾															44,494		(5,927	)		1,645		(8,280	)		(1,313	)		30,619

Sub-total		1,875,634		84,768			112,345			(16,415	)		2,056,332
Subtotal															1,991,916		90,128			15,960		98,686			(5,150	)		2,191,540
Non-ETF Index:
Equity		924,702		28,667			182,145			(19,999	)		1,115,515		993,197		17,406			-		199,489			(12,392	)		1,197,700
Fixed income		455,082		(57,961	)		5,280			(9,793	)		392,608		393,260		16,087			-		3,693			(4,515	)		408,525

Sub-total Non-ETF Index		1,379,784		(29,294	)		187,425			(29,792	)		1,508,123
Subtotal Non-ETF Index															1,386,457		33,493			-		203,182			(16,907	)		1,606,225

Long-term		3,255,418		55,474			299,770			(46,207	)		3,564,455		3,378,373		123,621			15,960		301,868			(22,057	)		3,797,765
Cash management		239,471		12,821			737			(467	)		252,562		248,331		10,221			-		519			1,006			260,077
Advisory⁽⁴⁾⁽⁵⁾		65,045		(24,030	)		(655	)		(370	)		39,990		46,570		(6,681	)		-		(618	)		(757	)		38,514

Total	$	3,559,934	$	44,265		$	299,852		$	(47,044	)	$	3,857,007	$	3,673,274	$	127,161		$	15,960	$	301,769		$	(21,808	)	$	4,096,356

⁽¹⁾	Amounts include distributions representing return of capital and return on investment to investors. ~~Amounts also include the effect of a single non-ETF index fixed income outflow of $74.2 billion in the third quarter 2012.~~

⁽²⁾	Amounts ~~include $6.1 billion of~~represent AUM acquired ~~from~~in the ~~SRPEP Transaction in September 2012.~~Credit Suisse ETF Transaction.

⁽³⁾	Foreign exchange reflects the impact of converting non-U.S. dollar denominated AUM into U.S. dollars for reporting purposes.

⁽⁴⁾	Amounts include commodityiShares.

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

⁽⁵⁾	~~Amounts include commodity~~~~iShares~~.

AUM increased approximately ~~$297.1~~$423.1 billion to ~~$3.857~~$4.096 trillion at ~~June~~September 30, 2013 from ~~$3.560~~$3.673 trillion at ~~June~~September 30, 2012, largely driven by market appreciation of $301.8 billion, net inflows of ~~$118.5~~$127.2 billion ~~(excluding the effect of a single non-ETF index fixed income outflow of $74.2 billion in the third quarter 2012)~~ and acquired AUM related to the ~~SRPEP~~Credit Suisse ETF Transaction. The increase in AUM was partially offset by foreign exchange losses.

Net market appreciation of ~~$299.9~~$301.8 billion ~~included $269.0~~was driven by $299.7 billion from equity products, primarily due to ~~higher~~improved U.S. and global equity ~~markets, and $21.3 billion from multi-asset products, concentrated in global allocation strategies.~~markets.

The ~~$47.0~~$21.8 billion decrease in AUM from foreign exchange movements was due to the strengthening of the U.S. dollar, primarily against the ~~pound sterling and~~ Japanese ~~yen.~~yen, partially offset by the weakening of the U.S. dollar against the euro.

Net Subscriptions (Redemptions). Net subscriptions were driven by long-term net inflows of ~~$44.3~~$123.6 billion ~~included the effect~~reflecting net inflows of a single low-fee, non-ETF index fixed income redemption of $74.2 billion in the third quarter 2012. The net new business figures below exclude this redemption. Long-term net subscriptions of $129.7 billion reflected net subscriptions of $85.5$80.6 billion fromiShares ~~clients, $22.6~~, $26.3 billion from retail clients and ~~$21.6~~$16.7 billion from institutional clients.

~~Long-term Net Subscriptions (Redemptions).~~Net subscriptions in long-term products totaling ~~$129.7~~$123.6 billion, ~~excluding the single low-fee non-ETF index fixed income outflow discussed above,~~ reflected the following:

Net Subscriptions

^·

EquityiShares net inflows of ~~$79.5~~$80.1 billion across ~~all~~diverse strategies, ~~concentrated in~~including regional, country specific, and U.S. equity ~~and regional and country specific~~ strategies;

^·
Non-ETF index equity net inflows of ~~$28.7~~$17.4 billion primarily in global strategies, partially offset by outflows from U.S. equity products, and regional and country specific strategies;
^·
Multi-asset net inflows of ~~$26.8~~$29.0 billion, reflecting strong flows of $20.1 billion into institutional active multi-asset products driven by continued demand for ~~target-date funds, including~~theLifePath ~~portfolios;~~target date suite; and
^·
Non-ETF index fixed income net inflows of ~~$16.2~~$16.1 billion ~~(excluding the single low-fee non-ETF index fixed income outflow discussed above),~~ concentrated in ~~U.S. core~~local currency and global strategies.

Net Redemptions

^·

Active equity net outflows of $21.7 billion, concentrated in U.S., global and sector ~~specific~~ strategies.

Cash Management Net Subscriptions. Cash management net inflows of ~~$12.8~~$10.2 billion were comprised of net inflows from Americas institutional clients primarily into government ~~and Americas retail~~strategies, partially offset by net outflows from international institutional clients ~~primarily into prime strategies.~~from offshore funds.

Advisory Net Redemptions. ~~Advisory~~Planned portfolio liquidation disbursements drove advisory net outflows of ~~$24.0 billion were driven by planned portfolio liquidation disbursements.~~$6.7 billion.

Discussion of Financial Results

Operating income of $849 million increased $20 million from the three months ended June 30, 2012, reflecting record base fees and strong performance fees, substantially offset by higher expenses, primarily due to the $124 million expense related to the Charitable Contribution and higher revenue-related expenses. Non-operating income (expense), less net income (loss) attributable to NCI increased $138 million primarily due to the $39 million pre-tax gain related to the PennyMac IPO, the $80 million gain related to the Charitable Contribution and higher net positive marks on investments during the current quarter compared with the prior year quarter. Earnings per diluted common share rose $1.11, or 36%, compared with the prior year quarter due to higher net income and the benefit of share repurchases.

Operating income of $1,758 million increased $114 million from the six months ended June 30, 2012, reflecting growth in base fees and strong performance fees, partially offset by higher expenses, primarily due to the $124 million expense related to the Charitable Contribution and higher revenue-related expenses. The results for the six months ended June 30, 2013 also included $42 million of organizational alignment costs and $18 million of closed-end fund launch costs. Non-operating income (expense), less net income (loss) attributable to NCI increased $125 million due to the $39 million pre-tax gain related to the PennyMac IPO, the $80 million gain related to the Charitable Contribution and higher net positive marks on investments during the six months ended June 30, 2013 compared with the prior year period. Earnings per diluted common share rose $1.59, or 26%, compared with the prior year period due to higher net income and the benefit of share repurchases.

~~Additional financial information concerning the~~ Company’s results of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2013 and 2012 isare discussed below. For a further description of the Company’s revenues and expenses, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 (“2012Form 10-K”).

Revenue

Revenues increased ~~$253~~$152 million, or ~~11%~~7%, from the prior year quarter and ~~$453~~$605 million, or ~~10%~~9%, from the ~~six~~nine months ended ~~June~~September 30, 2012, reflecting base fee ~~growth and~~growth. The nine months ended September 30, 2013 also reflected strong performance fees.


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2013		2012		2013		2012		2013		2012		2013		2012
Investment advisory, administration fees and securities lending revenue:
Equity:
Active	$	432	$	429	$	865	$	882	$	425	$	431	$	1,290	$	1,313
iShares		584		467		1,155		940		589		486		1,744		1,426
Fixed income:
Active		322		285		634		564		314		301		948		865
iShares		120		107		236		205		113		116		349		321
Multi-asset		253		236		501		479		262		239		763		718
Alternatives:
Core		136		130		272		265		142		130		414		395
Currency and commodities		25		32		55		66		27		31		82		97

Sub-total		1,872		1,686		3,718		3,401
Subtotal										1,872		1,734		5,590		5,135
Non-ETF Index⁽¹⁾:
Equity		161		156		301		279		145		139		446		418
Fixed income		61		60		118		110		61		61		179		171

Sub-total Non-ETF Index		222		216		419		389
Subtotal Non-ETF Index										206		200		625		589

Long-term		2,094		1,902		4,137		3,790		2,078		1,934		6,215		5,724
Cash management		83		88		169		177		75		90		244		267

Total base fees		2,177		1,990		4,306		3,967		2,153		2,024		6,459		5,991
Investment advisory performance fees:
Equity		17		3		34		22		11		17		45		39
Fixed income		9		10		10		16		2		13		12		29
Multi-asset		3		1		10		4		4		2		14		6
Alternatives		60		27		143		79		79		71		222		150

Total		89		41		197		121		96		103		293		224
BlackRock Solutionsand advisory		138		131		264		254		156		128		420		382
Distribution fees		18		20		35		39		19		19		54		58
Other revenue		60		47		129		97		48		46		177		143

Total revenue	$	2,482	$	2,229	$	4,931	$	4,478	$	2,472	$	2,320	$	7,403	$	6,798

⁽¹⁾

Certain prior period information has been reclassified to conform to the current period presentation.

~~Three Months Ended June 30, 2013 Compared with Three Months ended June 30, 2012.~~

~~Investment advisory, administration fees and securities lending revenue~~ ~~of $2,177 million in the second quarter 2013 increased $187 million, or 9%, from $1,990 million in the second quarter 2012~~

due to growth in long-term average AUM. Securities lending fees were $136 million and $157 million in the second quarter 2013 and 2012, respectively. The decrease in securities lending fees primarily was driven by lower spreads.

~~Investment advisory performance fees~~ ~~increased $48 million from the prior year quarter, primarily reflecting higher fees from alternative products.~~

~~BlackRock Solutions and advisory revenue~~ ~~in the second quarter 2013 totaled $138 million, including $98 million of revenue from the~~~~Aladdin~~^® ~~business, compared with $131 million in the prior year quarter, which included $95 million of revenue from the~~~~Aladdin~~ ~~business. The increase primarily reflected higher revenue from~~~~Aladdin~~ ~~mandates and higher one-time revenue from advisory assignments.~~

~~Other revenue~~ ~~increased $13 million, largely reflecting higher earnings from certain advisory company equity method investments.~~

~~Six Months Ended June 30, 2013 Compared with Six Months ended June 30, 2012.~~

~~Investment advisory, administration fees and securities lending revenue~~ of $4,306 million for the six months ended June 30, 2013 increased $339 million from $3,967 million in the prior year period due to growth in long-term average AUM. Securities lending fees were $248 million and $268 million in the six months ended June 30, 2013 and June 30, 2012, respectively. The decrease in securities lending fees primarily was driven by lower spreads.

The table below lists the asset type mix of investment advisory, administration fees and securities lending revenue (collectively, “base fees”) and mix of average AUM by asset class:


	Three Months Ended June 30,								Six Months Ended June 30,								Three Months Ended September 30,								Nine Months Ended September 30,
	Mix of Base Fees				Mix of Average AUM by Asset Class⁽¹⁾				Mix of Base Fees				Mix of Average AUM by Asset Class⁽²⁾				Mix of Base Fees				Mix of Average AUM by Asset Class⁽¹⁾				Mix of Base Fees				Mix of Average AUM by Asset Class⁽¹⁾
	2013		2012		2013		2012		2013		2012		2013		2012		2013		2012		2013		2012		2013		2012		2013		2012
Equity:
Active		20%		22%		7%		8%		20%		22%		7%		8%		20%		21%		7%		8%		20%		22%		7%		8%
iShares		26%		23%		15%		13%		27%		24%		15%		13%		27%		24%		16%		13%		27%		24%		15%		13%
Fixed income:
Active		15%		14%		17%		18%		15%		14%		17%		18%		15%		15%		15%		18%		15%		14%		17%		18%
iShares		6%		5%		5%		5%		5%		5%		5%		5%		5%		6%		5%		5%		5%		5%		5%		5%
Multi-asset		12%		12%		7%		7%		12%		12%		7%		7%		12%		12%		8%		7%		12%		12%		7%		7%
Alternatives:
Core		6%		7%		2%		2%		6%		7%		2%		2%		7%		6%		2%		2%		6%		7%		2%		2%
Currency and commodities		1%		2%		1%		1%		1%		2%		1%		1%		1%		2%		1%		1%		1%		2%		1%		1%

Sub-total		86%		85%		54%		54%		86%		86%		54%		54%
Subtotal																		87%		86%		54%		54%		86%		86%		54%		54%
Non-ETF Index:
Equity		7%		8%		29%		26%		7%		7%		29%		26%		7%		7%		29%		27%		7%		7%		29%		26%
Fixed income		3%		3%		10%		13%		3%		3%		10%		13%		3%		3%		10%		12%		3%		3%		10%		13%

Sub-total Non-ETF Index:		10%		11%		39%		39%		10%		10%		39%		39%
Subtotal Non-ETF Index																		10%		10%		39%		39%		10%		10%		39%		39%

Long-term		96%		96%		93%		93%		96%		96%		93%		93%		97%		96%		93%		93%		96%		96%		93%		93%
Cash management		4%		4%		7%		7%		4%		4%		7%		7%		3%		4%		7%		7%		4%		4%		7%		7%

Total excluding Advisory AUM		100%		100%		100%		100%		100%		100%		100%		100%		100%		100%		100%		100%		100%		100%		100%		100%

⁽¹⁾⁽¹⁾

Average AUM for the three and nine months ended September 30, 2013 is calculated as the average of the month-end spot AUM amounts for the trailing four ~~months.~~months and ten months, respectively.

⁽²⁾	~~Average AUM is calculated as the average of the month-end spot AUM amounts for the trailing seven months.~~

For the quarter and ~~six~~nine months ended ~~June~~September 30, 2013, non-ETF index equity and non-ETF index fixed income were only 10%, respectively, of total base fees; however, AUM associated with these base fees represented 39% of total average AUM.

Three Months Ended September 30, 2013 Compared with Three Months ended September 30, 2012

Investment advisory, administration fees and securities lending revenue of $2,153 million in the third quarter 2013 increased $129 million, or 6%, from $2,024 million in the third quarter 2012 due to growth in long-term average AUM. Securities lending fees decreased $30 million from the prior year quarter to $99 million driven by lower spreads consistent with industry trends.

BlackRock Solutions and advisory revenue in the third quarter 2013 totaled $156 million compared with $128 million in the prior year quarter. The current quarter reflected an $18 million increase inAladdin^® business revenues to $112 million and higher advisory assignments revenue.

Nine Months Ended September 30, 2013 Compared with Nine Months ended September 30, 2012

Investment advisory, administration fees and securities lending revenue of $6,459 million for the nine months ended September 30, 2013 increased $468 million from $5,991 million in the prior year period due to growth in long-term average AUM. Securities lending fees decreased $50 million from the prior year period to $347 million in the nine months ended September 30, 2013 driven by lower spreads consistent with industry trends.

Investment advisory performance fees were ~~$197~~$293 million in the ~~six~~nine months ended ~~June~~September 30, 2013 compared with ~~$121~~$224 million in the prior year period, primarily reflecting higher fees from alternative products.

BlackRock Solutions and advisory revenue in the ~~six~~nine months ended ~~June~~September 30, 2013 totaled ~~$264~~$420 million ~~including $197 million of revenue from the~~~~Aladdin~~ ~~business,~~ compared with ~~$254~~$382 million in the prior year period. The current period ~~which included $183~~reflected a $32 million ~~of revenue from the~~~~Aladdin~~ ~~business. The~~ increase ~~primarily reflected~~in Aladdin business revenues to $309 million and higher ~~revenue from~~~~Aladdin~~ ~~mandates, partially offset by the decline in revenues associated with the run off of assets related to~~ advisory ~~assignments.~~assignments revenue.

Other revenue increased ~~$32~~$34 million, largely reflecting higher earnings from certain advisory company equity method investments and higher transition management service fees.

Expenses

Expenses increased ~~$233~~$61 million, or ~~17%~~4%, from the prior year quarter and ~~$339~~$400 million, or ~~12%~~9%, from the ~~six~~nine months ended ~~June~~September 30, 2012, primarily reflecting higher revenue-related expenses and the $124 million expense related to the Charitable Contribution.


	Three Months Ended June 30,					Six Months Ended June 30,				Three Months Ended September 30,					Nine Months Ended September 30,
(in millions)	2013		2012			2013		2012		2013		2012			2013		2012
Expenses, GAAP:
Employee compensation and benefits	$	864	$	786		$	1,769	$	1,611	$	866	$	828		$	2,635	$	2,439
Distribution and servicing costs		90		93			181		188		85		94			266		282
Amortization of deferred sales commissions		12		14			24		30		14		13			38		43
Direct fund expenses		162		144			323		296		167		144			490		440
General and administration:
Marketing and promotional		106		107			195		190		96		74			291		265
Occupancy and office related		64		59			127		123		67		58			194		180
Portfolio services		48		51			98		96		51		52			148		148
Technology		40		40			78		77		39		38			117		115
Professional services		31		26			59		52		30		24			89		76
Communications		10		10			19		20		9		10			27		30
Closed-end fund launch costs		-		-			16		-		-		22			16		22
Charitable Contribution		124		-			124		-		-		-			124		-
Other general and administration		42		31			80		73		42		49			124		122

Total general and administration expenses		465		324			796		631		334		327			1,130		958
Amortization of intangible assets		40		39			80		78		40		39			120		117

Total expenses, GAAP	$	1,633	$	1,400		$	3,173	$	2,834	$	1,506	$	1,445		$	4,679	$	4,279

Less non-GAAP expense adjustments⁽¹⁾:
Employee compensation and benefits:
PNC LTIP funding obligation		9		6			17		11		8		5			25		16
Compensation expense related to appreciation (depreciation) on deferred compensation plans		-		(3	)		4		2		4		4			8		6
General and administration:
U.K. lease exit costs											-		(8	)		-		(8	)
Charitable Contribution		124		-			124		-		-		-			124		-

Total non-GAAP expense adjustments		133		3			145		13		12		1			157		14
Expenses, as adjusted:
Employee compensation and benefits		855		783			1,748		1,598		854		819			2,602		2,417
Distribution and servicing costs		90		93			181		188		85		94			266		282
Amortization of deferred sales commissions		12		14			24		30		14		13			38		43
Direct fund expenses		162		144			323		296		167		144			490		440
General and administration		341		324			672		631		334		335			1,006		966
Amortization of intangible assets		40		39			80		78		40		39			120		117

Total expenses, as adjusted	$	1,500	$	1,397		$	3,028	$	2,821	$	1,494	$	1,444		$	4,522	$	4,265

⁽¹⁾

See Non-GAAP Financial Measures for further information on as adjusted items.

Three Months Ended ~~June~~September 30, 2013 Compared with Three Months ended ~~June~~September 30, ~~2012.~~2012

Employee compensation and benefits expense increased ~~$78~~$38 million, or ~~10%~~5%, to ~~$864~~$866 million in the current quarter from ~~$786~~$828 million in the prior year quarter, reflecting higher headcount and higher incentive compensation driven by higher operating ~~income, including higher performance fees.~~income. Employees at ~~June~~September 30, 2013 totaled approximately ~~10,700~~11,200 compared with approximately ~~9,900~~10,400 at ~~June~~September 30, 2012.

Distribution and servicing costs totaled ~~$90~~$85 million in the current quarter compared with ~~$93~~$94 million in the prior year quarter. These costs included payments to Bank of America/Merrill Lynch under a global distribution agreement and PNC, as well as other third parties, primarily associated with the distribution and servicing of client investments in certain BlackRock products. The three months ended ~~June~~September 30, 2013 and 2012 included ~~$47~~$45 million and ~~$49~~$51 million, respectively, of costs attributable to Bank of America and affiliates.

Direct fund expenses increased ~~$18~~$23 million, reflecting ~~an increase in~~higher average AUM where BlackRock pays certain ~~non-advisory~~nonadvisory expenses of the funds primarily linked to the use of certain ~~sponsored funds.~~index trademarks, reference data for certain indices, custodial services, fund administration and fund accounting.

General and administration expenses increased ~~$141~~$7 million, reflecting higher marketing and promotional costs than the prior year quarter, largely ~~driven~~offset by closed-end fund launch costs of $22 million (excluding $3 million included in employee compensation and benefits expense) recorded in the ~~$124 million related to the Charitable Contribution. Amounts related to the Charitable Contribution have been excluded from as adjusted results.~~prior year quarter.

~~Six~~Nine Months Ended ~~June~~September 30, 2013 Compared with ~~Six~~Nine Months ended ~~June~~September 30, ~~2012.~~2012

Employee compensation and benefits expense increased ~~$158~~$196 million, or ~~10%~~8%, to ~~$1,769~~$2,635 million in the ~~six~~nine months ended ~~June~~September 30, 2013 from ~~$1,611~~$2,439 million in the prior year period, reflecting increased headcount and higher incentive compensation driven by higher operating income, including higher performance ~~fees and higher headcount. The six months ended June 30, 2013 also reflected organizational alignment costs of $42 million.~~fees.

Distribution and servicing costs totaled ~~$181~~$266 million in the ~~six~~nine months ended ~~June~~September 30, 2013 compared with ~~$188~~$282 million in the ~~six~~nine months ended ~~June~~September 30, 2012. These costs included payments to Bank of America/Merrill Lynch under a global distribution agreement and PNC, as well as other third parties, primarily associated with the distribution and servicing of client investments in certain BlackRock products. The ~~six~~nine months ended ~~June~~September 30, 2013 and 2012 included ~~$94~~$139 million and ~~$97~~$148 million, respectively, of costs attributable to Bank of America and affiliates.

Direct fund expenses increased ~~$27~~$50 million, reflecting ~~an increase in~~higher average AUM where BlackRock pays certain ~~non-advisory~~nonadvisory expenses of the ~~funds.~~funds primarily linked to the use of certain index trademarks, reference data for certain indices, custodial services, fund administration and fund accounting.

General and administration expenses increased ~~$165~~$172 million, largely driven by the $124 million expense related to the Charitable Contribution and ~~closed-end fund launch costs of $16 million (excluding $2 million included in employee compensation~~higher marketing and ~~benefits expense). The financial impact related to the Charitable Contribution has been excluded from as adjusted results.~~promotional costs.

~~Non-operating~~Nonoperating Results

~~Non-operating~~Nonoperating income (expense), less net income (loss) attributable to NCI for the three and ~~six~~nine months ended ~~June~~September 30, 2013 and 2012 was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2013		2012		2013		2012		2013		2012		2013		2012
Non-operating income (expense), GAAP basis		$69		($40)		$110		($17)
Nonoperating income (expense), GAAP basis										($18)		$30		$92		$13
Less: Net income (loss) attributable to NCI⁽¹⁾		(23)		6		11		9		(1)		13		10		22

Non-operating income (expense)⁽²⁾		92		(46)		99		(26)
Nonoperating income (expense)⁽²⁾										(17)		17		82		(9)
Gain related to the Charitable Contribution		(80)		-		(80)		-		-		-		(80)		-
Compensation expense related to (appreciation) depreciation on deferred compensation plans		-		3		(4)		(2)		(4)		(4)		(8)		(6)

Non-operating income (expense), as adjusted⁽²⁾		$12		($43)		$15		($28)
Nonoperating income (expense), as adjusted⁽²⁾										($21)		$13		($6)		($15)

⁽¹⁾

Amounts included losses of ~~$23~~$6 million and ~~gains~~a gain of ~~$11~~$2 million attributable to consolidated variable interest entities (“VIEs”) for the three months ended ~~June~~September 30, 2013 and 2012, respectively. Amounts included ~~gains~~losses of $4$2 million and a ~~loss~~gain of $1 million attributable to consolidated VIEs for the ~~six~~nine months ended ~~June~~September 30, 2013 and 2012, respectively.

⁽²⁾	Net of net income (loss) attributable to NCI.

The components of ~~non-operating~~nonoperating income (expense), less net income (loss) attributable to NCI, for the three and ~~six~~nine months ended ~~June~~September 30, 2013 and 2012 were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,						Nine Months Ended September 30,
(in millions)	2013		2012		2013		2012		2013			2012			2013			2012
Net gain (loss) on investments⁽¹⁾
Private equity		$4		($4)		$23		$17		$12			$20			$35			$37
Real estate		7		3		10		4		7			5			17			9
Distressed credit/mortgage funds		4		-		23		28		5			26			28			54
Hedge funds/funds of hedge funds		5		4		8		10		(3	)		7			5			17
Other investments⁽²⁾		2		(2)		9		(3)		2			2			11			(1	)

Sub-total		22		1		73		56
Subtotal										23			60			96			116
Gain related to PennyMac IPO		39		-		39		-		-			-			39			-
Gain related to the Charitable Contribution		80		-		80		-		-			-			80			-
Investments related to deferred compensation plans		-		(3)		4		2		4			4			8			6

Total net gain (loss) on investments		141		(2)		196		58		27			64			223			122
Interest and dividend income		4		8		10		17		8			10			18			27
Interest expense		(53)		(52)		(107)		(101)		(52	)		(57	)		(159	)		(158	)

Net interest expense		(49)		(44)		(97)		(84)		(44	)		(47	)		(141	)		(131	)

Total non-operating income (expense)⁽¹⁾		92		(46)		99		(26)
Total nonoperating income (expense)⁽¹⁾										(17	)		17			82			(9	)
Gain related to the Charitable Contribution		(80)		-		(80)		-		-			-			(80	)		-
Compensation expense related to (appreciation) depreciation on deferred compensation plans		-		3		(4)		(2)		(4	)		(4	)		(8	)		(6	)

Non-operating income (expense), as adjusted⁽¹⁾		$12		($43)		$15		($28)
Nonoperating income (expense), as adjusted⁽¹⁾										($21	)		$13			($6	)		($15	)

⁽¹⁾	Net of net income (loss) attributable to NCI.

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

Three Months Ended ~~June~~September 30, 2013 Compared with Three Months ~~ended June~~Ended September 30, 2012.

Net gains on investments of ~~$141~~$27 million in the three months ended ~~June~~September 30, 2013 ~~increased $143~~decreased $37 million from the prior year quarter due to ~~the $39 million gain related to the PennyMac IPO, the $80 million gain related to the Charitable Contribution and higher~~lower net positive ~~marks.~~marks, primarily on distressed credit/mortgage funds.

Net interest expense ~~increased $5~~decreased $3 million from the three months ended ~~June~~September 30, 2012. For further information on the Company’s long-term debt, seeLiquidity and Capital Resources herein.

~~Six~~Nine Months Ended ~~June~~September 30, 2013 Compared with ~~Six~~Nine Months ~~ended June~~Ended September 30, 2012.

Net gains on investments of ~~$196~~$223 million in the ~~six~~nine months ended ~~June~~September 30, 2013 increased ~~$138~~$101 million from the prior year period due to the $39 million gain related to the PennyMac IPO and the $80 million gain related to the Charitable Contribution, ~~and higher~~partially offset by lower net positive marks.

Net interest expense increased ~~$13~~$10 million from the ~~six~~nine months ended ~~June~~September 30, 2012 primarily due to ~~long-term debt issuances in May 2012, partially offset by long-term debt repayments.~~lower dividend income.

Income Tax Expense

Income tax expense for the three and ~~six~~nine months ended ~~June~~September 30, 2013 and 2012 was as follows:


	GAAP								As Adjusted								GAAP								As Adjusted
(in millions)	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012		2013		2012		2013		2012		2013		2012		2013		2012		2013		2012		2013		2012
Income before income taxes⁽¹⁾		$941		$783		$1,857		$1,618		$994		$789		$1,918		$1,629		$949		$892		$2,806		$2,510		$957		$889		$2,875		$2,518
Income tax expense		$212		$229		$496		$492		$272		$231		$559		$496		$219		$250		$715		$742		$285		$279		$844		$775
Effective tax rate		22.5%		29.3%		26.7%		30.4%		27.3%		29.3%		29.1%		30.4%		23.1%		28.1%		25.5%		29.6%		29.9%		31.4%		29.4%		30.8%

⁽¹⁾	Net of net income (loss) attributable to NCI.

The three and ~~six~~nine months ended ~~June~~September 30, 2013 included a $64 million net noncash benefit primarily related to the revaluation of certain deferred income tax liabilities, including legislation enacted in the United Kingdom and domestic state and local income tax changes. In addition, the nine months ended September 30, 2013 included the approximately $57 million tax benefit recognized in connection with the Charitable Contribution ~~which was excluded from as adjusted results. In addition, the current period included~~and a tax benefit of approximately $29 million, primarily due to the realization of tax loss carryforwards. The $64 million net noncash benefit and the $57 million tax benefit related to the Charitable Contribution were excluded from as adjusted results.

The three and nine months ended September 30, 2012 included a $30 million net noncash benefit, which was excluded from as adjusted results, related to the revaluation of certain deferred income tax liabilities, including legislation enacted in the United Kingdom, domestic state and local income tax changes, and the tax effect resulting from changes in the Company’s organizational structure.

Balance Sheet Overview

As Adjusted Balance Sheet

The following table presents a reconciliation of the condensed consolidated statement of financial condition presented on a GAAP basis to the condensed consolidated statement of financial condition, excluding the impact of separate account assets and separate account collateral held under securities lending agreements (directly related to lending separate account securities) and separate account liabilities and separate account collateral liabilities under securities lending agreements, consolidated VIEs and consolidated sponsored investment funds.

The Company presents the as adjusted balance sheet as additional information to enable investors to exclude certain assets that have equal and offsetting liabilities or noncontrolling interests that ultimately do not have an impact on stockholders’ equity (excluding appropriated retained earnings related to consolidated collateralized loan obligations (“CLOs”)) or cash flows. Management views the as adjusted balance sheet, a non-GAAP financial measure, as an economic presentation of its total assets and liabilities; however, it 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.

Separate Account Assets and Liabilities and Separate Account Collateral Held under Securities Lending Agreements

Separate account assets are maintained by BlackRock Life Limited, a wholly owned subsidiary of the Company, which is a registered life insurance company in the United Kingdom, and represent segregated assets held for purposes of funding individual and group pension contracts. The Company records equal and offsetting separate account liabilities. The separate account assets are not available to creditors of the Company and the holders of the pension contracts have no recourse to the Company’s assets. The net investment income attributable to separate account assets accrues directly to the contract owners and is not reported on the condensed consolidated

statements of income. While BlackRock has no economic interest in these assets or liabilities, BlackRock earns an investment advisory fee for the service of managing these assets on behalf of the clients.

In addition, the Company records on its condensed consolidated statements of financial condition the separate account collateral received under securities lending arrangements as its own asset in addition to an equal and offsetting separate account collateral liability for the obligation to return the collateral.

Consolidated VIEs

At ~~June~~September 30, 2013, BlackRock’s consolidated VIEs included CLOs and one investment fund. The assets of these VIEs are not available to creditors of the Company and the Company has no obligation to settle the liabilities of the VIEs. While BlackRock has no material economic interest in these assets or liabilities, BlackRock earns an investment advisory fee, as well as a potential performance fee, for the service of managing these assets on behalf of clients.

Consolidated Sponsored Investment Funds

The Company consolidates certain sponsored investment funds primarily because it is deemed to control such funds. The Company is not ~~readily~~ able to access cash and cash equivalents held by consolidated sponsored investment funds to use in its operating activities. In addition, the Company is not ~~readily~~ able to sell investments held by consolidated sponsored investment funds in order to obtain cash for use in the Company’s operations.


	June 30, 2013										September 30, 2013
			Segregated client assets generating advisory fees in which BlackRock has no economic interest or liability										Segregated client assets generating advisory fees in which BlackRock has no economic interest or liability
(in millions)	GAAP Basis		Separate Account Assets/ Collateral		Consolidated VIEs		Consolidated Sponsored Investment Funds		As Adjusted		GAAP Basis		Separate Account Assets/ Collateral		Consolidated VIEs		Consolidated Sponsored Investment Funds		As Adjusted
Assets
Cash and cash equivalents	$	3,668	$	—	$	—	$	185	$	3,483	$	3,987	$	—	$	—	$	105	$	3,882
Accounts receivable		2,249		—		—		—		2,249		4,311		—		—		—		4,311
Investments		1,773		—		—		52		1,721		1,878		—		—		83		1,795
Assets of consolidated VIEs		2,285		—		2,285		—		—		2,200		—		2,200		—		—
Separate account assets and separate account collateral held under securities lending agreements		152,272		152,272		—		—		—		168,608		168,608		—		—		—
Other assets⁽¹⁾		1,277		—		—		16		1,261		1,282		—		—		13		1,269

Sub-total		163,524		152,272		2,285		253		8,714
Subtotal												182,266		168,608		2,200		201		11,257
Goodwill and intangible assets, net		30,221		—		—		—		30,221		30,451		—		—		—		30,451

Total assets	$	193,745	$	152,272	$	2,285	$	253	$	38,935	$	212,717	$	168,608	$	2,200	$	201	$	41,708

Liabilities
Accrued compensation and benefits	$	948	$	—	$	—	$	—	$	948	$	1,322	$	—	$	—	$	—	$	1,322
Accounts payable and accrued liabilities		1,271		—		—		—		1,271		3,322		—		—		—		3,322
Liabilities of consolidated VIEs		2,238		—		2,238		—		—		2,156		—		2,156		—		—
Long-term borrowings		4,938		—		—		—		4,938		4,938		—		—		—		4,938
Separate account liabilities and separate account collateral liabilities under securities lending agreements		152,272		152,272		—		—		—		168,608		168,608		—		—		—
Deferred income tax liabilities		5,318		—		—		—		5,318		5,237		—		—		—		5,237
Other liabilities		935		—		—		41		894		948		—		—		33		915

Total liabilities		167,920		152,272		2,238		41		13,369		186,531		168,608		2,156		33		15,734

Equity
Total stockholders’ equity⁽²⁾		25,589		—		23		—		25,566		25,999		—		25		—		25,974
Noncontrolling interests		236		—		24		212		—		187		—		19		168		—

Total equity		25,825		—		47		212		25,566		26,186		—		44		168		25,974

Total liabilities and equity	$	193,745	$	152,272	$	2,285	$	253	$	38,935	$	212,717	$	168,608	$	2,200	$	201	$	41,708

⁽¹⁾	Amounts include property and equipment and other assets.

⁽²⁾	GAAP amount includes ~~$23~~$25 million of appropriated retained earnings related solely to consolidated CLOs in which the Company has no equity exposure.

~~The following table presents selected significant components of BlackRock’s GAAP condensed consolidated statements of financial condition at June 30, 2013 and December 31, 2012:~~

(in millions)    June 30,
2013    December 31,
2012
Assets:

Cash and cash equivalents
   $ 3,668       $ 4,606
Accounts receivable
   2,249       2,250
Investments
   1,773       1,750
Goodwill and intangible assets, net
   30,221       30,312
Other assets⁽¹⁾
   1,277       1,183
Liabilities:

Accrued compensation and benefits
   948       1,547
Accounts payable and accrued liabilities
   1,271       1,055
Borrowings⁽²⁾
   4,938       5,787
Deferred income tax liabilities
   5,318       5,293
Other liabilities
   935       858
Stockholders’ equity
       25,589       25,403

⁽¹⁾	~~Amounts include property and equipment and other assets.~~

⁽²⁾	~~Amounts include long-term borrowings at both June 30, 2013 and December 31, 2012 and $100 million of short-term borrowings at December 31, 2012.~~

The following discussion summarizes the significant changes in assets and ~~liabilities.~~liabilities on a GAAP basis. The discussion does not include changes related to assets and liabilities that are equal and offsetting and have no impact on BlackRock’s stockholders’ equity.

~~Cash and Cash Equivalents.~~Assets.Cash and cash equivalents at ~~June~~September 30, 2013 and December 31, 2012 included ~~$185~~$105 million and $133 million, respectively, of cash held by consolidated sponsored investment ~~funds. See~~funds (seeLiquidity and Capital Resources for details on the change in cash and cash equivalents during ~~2013.~~the nine months ended September 30, 2013).

Accounts receivable at September 30, 2013 increased $2,061 million from December 31, 2012, primarily reflecting an increase in unit trust receivables (substantially offset by an increase in unit trust payables recorded within accounts payable and accrued liabilities), partially offset by lower performance fee receivables. Investments increased $128 million from December 31, 2012 (for more information see~~Investments.~~Investments herein). Goodwill and intangible assets increased $139 million from December 31, 2012, primarily due to the Credit Suisse ETF Transaction, partially offset by $120 million of intangible assets amortization expense. Other assets (including property plant and equipment) increased $99 million from December 31, 2012, primarily related to an increase in current taxes receivable, higher earnings from certain advisory company equity method investments and an increase in other receivables, partially offset by a decrease in property and equipment.

Liabilities. Accrued compensation and benefits at September 30, 2013 decreased $225 million from December 31, 2012, primarily due to 2012 incentive compensation cash payments in the first quarter 2013, partially offset by the effect of 2013 incentive compensation accruals. Accounts payable and accrued liabilities increased $2,267 million from December 31, 2012 due to higher unit trust payables (substantially offset by an increase in unit trust receivables recorded within accounts receivable) and increased accruals, including direct fund and marketing expenses. Borrowings decreased $849 million from December 31, 2012 resulting from the repayments of $750 million and $100 million of long-term and short-term borrowings, respectively.

Net deferred income tax liabilities at September 30, 2013 decreased $56 million, primarily due to the effects of temporary differences associated with stock compensation and investment income. The change also reflects the revaluation of certain deferred income tax liabilities due to legislation enacted in the United Kingdom, domestic state and local income tax changes, and realization of tax loss carryforwards. Other liabilities at September 30, 2013 increased $90 million from December 31, 2012, primarily resulting from an increase in deferred carried interest, a contingent liability related to the Credit Suisse ETF Transaction and other operating liabilities.

Investments

Investments totaled ~~$1,773~~$1,878 million at ~~June~~September 30, 2013 and $1,750 million at December 31, 2012. Investments include investments ~~that are~~ held by sponsored investment funds deemed to be controlled by BlackRock. Management reviews BlackRock’s investments on an “economic” basis, which eliminates the portion of investments that does 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 Company presents total investments, as adjusted, to enable investors to understand the portion of its investments that is owned by the Company, net of NCI, as a gauge to measure the impact of changes in net ~~non-operating~~nonoperating gain (loss) on investments to net income (loss) attributable to BlackRock.

The Company further presents 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 swap hedges. Carried interest capital allocations are excluded as there is no impact to BlackRock’s stockholders’ equity until such amounts are realized as performance fees. 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.


(in millions)	June 30, 2013			December 31, 2012			September 30, 2013			December 31, 2012
Total investments, GAAP	$	1,773		$	1,750		$	1,878		$	1,750
Investments held by consolidated sponsored investment funds⁽¹⁾		(627	)		(524	)		(695	)		(524	)
Net exposure to consolidated investment funds		575			430			612			430

Total investments, as adjusted		1,721			1,656			1,795			1,656
Federal Reserve Bank stock		(92	)		(89	)		(93	)		(89	)
Carried interest		(130	)		(85	)		(137	)		(85	)
Deferred compensation investments		(67	)		(62	)		(68	)		(62	)
Hedged investments		(148	)		(209	)		(181	)		(209	)

Net “economic” investment exposure	$	1,284		$	1,211		$	1,316		$	1,211

⁽¹⁾

At ~~June~~September 30, 2013 and December 31, 2012, approximately ~~$627~~$695 million and $524 million, respectively, of BlackRock’s total GAAP investments were held in sponsored investment funds that were deemed to be controlled by BlackRock in accordance with GAAP, and, therefore, are consolidated even though BlackRock may not economically own a majority of such funds.

The following table represents the carrying value of the Company’s economic investment exposure, by asset type, at ~~June~~September 30, 2013 and December 31, 2012:


(in millions)	June 30, 2013		December 31, 2012		September 30, 2013		December 31, 2012
Private equity	$	304	$	298	$	279	$	298
Real estate		123		122		130		122
Distressed credit/mortgage funds		194		214		186		214
Hedge funds/funds of hedge funds		170		159		157		159
Other investments⁽¹⁾		493		418		564		418

Net “economic” investment exposure	$	1,284	$	1,211	$	1,316	$	1,211

⁽¹⁾	Other investments primarily include seed investments in fixed income and equity funds/strategies as well as U.K. government securities held for regulatory purposes.

As adjusted investment activity for the ~~six~~nine months ended ~~June~~September 30, 2013 was as follows:


(in millions)
Investments, as adjusted, December 31, 2012	$	$1,656
Purchases/capital contributions		~~389~~503
Sales/maturities		~~(336)~~(379)
Distributions⁽¹⁾		~~(81)~~(129)
Market valuations/earnings from equity method investments		4892
Carried interest capital allocations		4552

Investments, as adjusted, ~~June~~September 30, 2013	$	~~1,721~~$1,795

⁽¹⁾	Amount represents return of capital and return onof investments.

The following table ~~represents~~presents investments, as adjusted at ~~June~~September 30, 2013:


(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⁽¹⁾		Investments at June 30, 2013		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⁽¹⁾		Investments at September 30, 2013
Total investments, as adjusted⁽²⁾	$	496	$	302	$	559	$	364	$	1,721	$	588	$	300	$	529	$	378	$	1,795

⁽¹⁾

Amount includes investments held at cost or amortized cost, carried interest and equity method investments, which include investment companies, which are not accounted for under a fair value measure. 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⁾

Amounts include ~~BlackRock’s portion of~~ cash and cash equivalents, other assets and liabilities that are consolidated from non-VIE sponsored investment funds. See Note 5,Fair Value Disclosures, to the condensed consolidated financial statements contained in Part I, Item 1 of this filing, for total GAAP investments.

~~Goodwill and Intangible Assets.~~~~Goodwill and intangible assets at June 30, 2013 decreased $91 million from December 31, 2012 primarily due to $80 million of intangible assets amortization expense.~~

~~Other Assets.~~Other assets at June 30, 2013 increased $94 million from December 31, 2012, primarily related to an increase in current taxes receivable and higher earnings from certain advisory company equity method investments, partially offset by a decrease in property and equipment.

~~Accrued Compensation and Benefits.~~Accrued compensation and benefits at June 30, 2013 decreased $599 million from December 31, 2012, primarily due to 2012 incentive compensation cash payments in the first quarter 2013, partially offset by the effect of 2013 incentive compensation accruals.

~~Accounts Payable and Accrued Liabilities.~~Accounts payable and accrued liabilities at June 30, 2013 increased $216 million from December 31, 2012, due to higher unit trust payables (substantially offset by an increase in unit trust receivables recorded within accounts receivable) and increased accruals, including direct fund and marketing expenses.

~~Borrowings.~~ ~~Borrowings at June 30, 2013 decreased $849 million from December 31, 2012 resulting from the repayments of $750 million and $100 million of long-term and short-term borrowings, respectively.~~

~~Deferred Income Tax Liabilities.~~Net deferred income tax liabilities at June 30, 2013 increased $25 million, primarily as a result of the effects of temporary differences associated with stock compensation and investment income. In addition, the increase included revaluation of certain deferred income tax liabilities primarily due to the Charitable Contribution and realization of loss carryforwards.

~~Other Liabilities.~~~~Other liabilities at June 30, 2013 increased $77 million from December 31, 2012, primarily resulting from an increase in deferred carried interest and other operating liabilities.~~

~~Stockholders’ Equity.~~Total stockholders’ equity at June 30, 2013 increased $186 million from December 31, 2012, primarily resulting from $1,361 million of net income attributable to BlackRock, $231 million of stock-based compensation expense and $31 million of excess tax

benefits from vested stock-based compensation. The increase in stockholders’ equity was partially offset by $715 million of share repurchases, including $500 million (1.9 million shares) in open market transactions and $215 million (0.9 million shares) of employee tax withholdings related to employee stock transactions, $595 million of cash dividend payments and $131 million of foreign currency translation adjustments.

Liquidity and Capital Resources

BlackRock Cash Flows Excluding the Impact of Consolidated Sponsored Investment Funds and VIEs

BlackRock consolidates certain ~~BlackRock~~of its sponsored investment funds and CLOs, notwithstanding the fact BlackRock may only have a minority interest, if any, in these funds or CLOs. As a result, the 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 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 flows presented in accordance with GAAP.

The following table presents a reconciliation of the condensed consolidated statements of cash flows presented on a GAAP basis to the consolidated statements of cash flows, excluding the impact of the cash flows of consolidated sponsored investment funds and consolidated VIEs:


(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
Cash and cash equivalents, December 31, 2012	$	4,606	$	133	$	—	$	4,473	$	4,606	$	133	$	-	$	4,473
Cash flows from operating activities		1,330		20		140		1,170		2,476		17		219		2,240
Cash flows from investing activities		10		(22)		—		32		(275)		(108)		-		(167)
Cash flows from financing activities		(2,193)		54		(140)		(2,107)		(2,812)		63		(219)		(2,656)
Effect of exchange rate changes on cash and cash equivalents		(85)		—		—		(85)		(8)		-		-		(8)

Net change in cash and cash equivalents		(938)		52		—		(990)		(619)		(28)		-		(591)

Cash and cash equivalents, June 30, 2013	$	3,668	$	185	$	—	$	3,483
Cash and cash equivalents, September 30, 2013									$	3,987	$	105	$	-	$	3,882

Sources of BlackRock’s operating cash primarily include investment advisory, administration fees and securities lending revenue, performance fees, revenue fromBlackRock Solutions and advisory products and services, other revenue and distribution fees.

BlackRock uses its cash to pay all operating expenses, interest and principal on the Company’s borrowings, income taxes, dividends on BlackRock’s capital stock, repurchases of the Company’s stock, capital expenditures and purchases of co-investments and seed investments.

Cash flows from operating activities, excluding the impact of consolidated sponsored investment funds and VIEs, 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, including the effect of first quarter cash payments related to year-end incentive compensation.

Cash ~~inflows~~outflows from investing activities, excluding the impact of consolidated sponsored investment funds and VIEs, for the ~~six~~nine months ended ~~June~~September 30, 2013 were ~~$32~~$167 million and primarily reflected ~~$224~~$240 million related to the Credit Suisse ETF Transaction, $190 million of investment purchases, partially offset by $272 million of net proceeds from sales and maturities of ~~investments, partially offset by $184 million of investment purchases.~~investments.

Cash outflows from financing activities, excluding the impact of consolidated sponsored investment funds and VIEs, for the ~~six~~nine months ended ~~June~~September 30, 2013 were ~~$2.11~~$2.7 billion, primarily resulting from ~~$715~~$984 million of share repurchases, including ~~$500~~$750 million in open market transactions and ~~$215~~$234 million of employee tax withholdings related to employee stock transactions, a $750 million ~~repayment of~~ long-term debt ~~$595~~repayment, $882 million of cash dividend payments and a $100 million ~~repayment of~~ short-term ~~debt.~~debt repayment. Cash outflows from financing activities were partially offset by cash inflows related to ~~$35~~$40 million of excess tax benefits from stock-based compensation.

The Company manages its financial condition and funding to maintain appropriate liquidity for the business. Liquidity resources at ~~June~~September 30, 2013 and December 31, 2012 were as follows:


(in millions)	June 30, 2013		December 31, 2012		September 30, 2013		December 31, 2012
Cash and cash equivalents	$	3,668	$	4,606	$	3,987	$	4,606
Cash and cash equivalents held by consolidated sponsored investment funds⁽¹⁾		(185)		(133)		(105)		(133)

Sub-total		3,483		4,473		3,882		4,473
Credit facility – undrawn		3,990		3,685		3,990		3,685

Total liquidity	$	7,473	$	8,158	$	7,872	$	8,158

⁽¹⁾	The Company is not able to access such cash to use in its operating activities.

Total liquidity decreased ~~$685~~$286 million during the ~~six~~nine months ended ~~June~~September 30, 2013, primarily reflecting the $750 million repayment of long-term borrowings, cash payments of 2012 year-end incentive awards, share repurchases, including ~~$500~~$750 million in open market transactions, and cash dividend payments, partially offset by positive operating cash flow and the increased aggregate commitment of the 2013 credit facility to $3.990 billion.

A significant portion of the Company’s ~~$1,721~~$1,795 million of total investments, as adjusted, is illiquid in nature and, as such, may not be readily convertible to cash.

Share Repurchase Approval.In January 2013, the Board of Directors approved an increase in the availability under the Company’s existing share repurchase program to allow for the repurchase of up to 10.2 million shares of BlackRock common stock. The Company repurchased ~~1.9~~2.9 million common shares in open ~~market transactions~~market-transactions under the share repurchase program for approximately ~~$500~~$750 million during the ~~six~~nine months ended ~~June~~September 30, 2013. At ~~June~~September 30, 2013, there were ~~8.3~~7.3 million shares still authorized to be repurchased.

Net Capital Requirements.The Company is required to maintain net capital in certain regulated subsidiaries within a number of jurisdictions, which is partially maintained by retaining cash and cash equivalent investments in those subsidiaries or 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.

BlackRock Institutional Trust Company, N.A. (“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 regulatory capital and liquid asset requirements administered by the Office of the Comptroller of the Currency.

At ~~June~~September 30, 2013, the Company was required to maintain approximately ~~$1,160 million~~$1.1 billion compared with ~~$1,209 million~~$1.2 billion at December 31, 2012 in net capital in certain regulated subsidiaries, including BTC, entities regulated by the Financial Conduct Authority and Prudential Regulation Authority in the United Kingdom and the Company’s ~~broker-dealers, and~~broker-dealers. The Company was in compliance with all applicable regulatory ~~minimum~~ net capital requirements. The decrease in net capital is primarily due to a reduction in the BTC minimum Tier 1 capital requirement from $500 million to $385 million in August 2013.

Short-Term Borrowings

~~The following describes the Company’s short-term borrowing arrangements.~~

2013 Revolving Credit Facility.In March 2013, the Company’s credit facility was amended to extend the maturity date by one year to March 2018 and the amount of the aggregate commitment was increased to $3.990 billion (the “2013 credit facility”). The 2013 credit facility permits the Company to request up to an additional $1.0 billion of borrowing capacity, subject to lender credit approval, increasing the overall size of the 2013 credit facility to an aggregate principal amount not to exceed $4.990 billion. Interest on borrowings outstanding accrues at a rate based on the applicable London Interbank Offered Rate plus a spread. The 2013 credit 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 unrestricted cash) of 3 to 1, which was satisfied with a ratio of less than 1 to 1 at ~~June~~September 30, 2013.

The 2013 credit facility provides back-up liquidity, funds ongoing working capital for general corporate purposes and funds various investment opportunities. At ~~June~~September 30, 2013, the Company had no amount outstanding under the 2013 credit facility.

At ~~June~~September 30, 2013, BlackRock had no CP Notes outstanding.

Long-Term Borrowings

At ~~June~~September 30, 2013, the principal amount of long-term borrowings was $4.950 billion. See Note 11,Borrowings, in the 2012 Form 10-K for more information on borrowings outstanding at December 31, 2012. During the ~~six~~nine months ended ~~June~~September 30, 2013, the Company paid approximately ~~$102~~$124 million of interest on long-term borrowings. Future principal repayments and interest requirements at ~~June~~September 30, 2013 were as follows:


(in millions)
Year	Principal		Interest		Total Payments		Principal		Interest		Total Payments
July-December 2013⁽¹⁾		$ -		$ 98		$ 98
October-December 2013⁽¹⁾								$ -		$ 76		$ 76
2014		1,000		196		1,196		1,000		196		1,196
2015		750		156		906		750		156		906
2016		-		151		151		-		151		151
2017		700		151		851		700		151		851
2018		-		107		107		-		107		107
Thereafter		2,500		235		2,735		2,500		235		2,735

Total		$4,950		$1,094		$6,044		$4,950		$1,072		$6,022

⁽¹⁾

In May 2013, the Company ~~fully~~ repaid $750 million of two-year floating rate notes at maturity.

Investment Commitments.At ~~June~~September 30, 2013, the Company had ~~$219~~$216 million of various capital commitments to fund sponsored investment funds, including funds of private equity funds, real estate funds, infrastructure funds, opportunistic funds and distressed credit funds. This amount excludes additional commitments made by consolidated funds of funds to underlying third-party funds as third-party noncontrolling 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 and the commitments are callable on demand at any time prior to the

Carried Interest Claw-back.As a general partner in certain investment funds, including private equity partnerships and certain hedge funds, the Company may receive carried interest cash distributions from the partnerships in accordance with distribution provisions of the partnership agreements. The Company may, from time to time, be required to return all or a portion of such distributions to the limited partners in the event the limited partners do not achieve a return as specified in the various partnership agreements. Therefore, BlackRock records carried interest subject to such claw-back provisions in investments, or cash to the extent that it is distributed, and as a deferred carried interest liability on its condensed consolidated statements of financial condition. Carried interest is realized and recorded as performance fees on its condensed consolidated statements of income upon the earlier of the termination of the investment fund or when the likelihood of claw-back is mathematically improbable.

Indemnifications.On behalf of certain clients, the Company lends securities to highly rated banks and broker-dealers. In these securities lending transactions, the borrower is required to provide and maintain collateral at or above regulatory minimums. Securities on loan are marked to market daily to determine if the borrower is required to pledge additional collateral. BlackRock has issued certain indemnifications to certain securities lending clients against potential losses resulting

from a borrower’s failure to fulfill its obligations should the value of the collateral pledged by the borrower at the time of default be insufficient to cover the borrower’s obligations under the securities lending agreement. At ~~June~~September 30, 2013, the Company indemnified certain of its clients for their securities lending loan balances of approximately ~~$101.1~~$115 billion. The Company held as agent, cash and securities totaling ~~$106.5~~$121 billion as collateral for indemnified securities on loan at ~~June~~September 30, 2013. The fair value of these indemnifications was not material at ~~June~~September 30, 2013. The Company currently expects indemnified balances to increase over time.

While the collateral pledged by a borrower is intended to be sufficient to offset the borrower’s obligations to return securities borrowed and any other amounts owing to the lender under the relevant securities lending agreement, in the event of a borrower default, the Company can give no assurance that the collateral pledged by the borrower will be sufficient to fulfill such obligations. If the amount of such pledged collateral is not sufficient to fulfill such obligations to a client for whom the Company has provided indemnification, BlackRock would be responsible for the amount of the shortfall. These indemnifications cover only the collateral shortfall described above, and do not in any way guarantee, assume or otherwise insure the investment performance or return of any cash collateral vehicle into which securities lending cash collateral is invested.

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 VIEs, Fair Value Measurements, Goodwill and Intangible Assets and Performance Fees/Carried Interest discussed below, see Note 2,Significant Accounting Policies, in the Company’s condensed consolidated financial statements contained in Part I, Item 1 of this filing and the Company’sCritical Accounting Policies in Management’s Discussion and Analysis of Financial Condition and Results of Operations in BlackRock’s 2012 Form 10-K and Note 2,Significant Accounting Policies, in the 2012 Form 10-K for further information.

Consolidation of Variable Interest Entities. In the normal course of business, the Company is the manager of various types of sponsored investment vehicles, including collateralized debt obligations (“CDOs”) or CLOs and sponsored investment funds, which may be considered VIEs in accordance with GAAP. At ~~June~~September 30, 2013, the Company’s VIEs primarily consisted of the following:

CLOs. At ~~June~~September 30, 2013, BlackRock was the manager of over 20 CLOs/CDOs and other securitization entities. BlackRock was determined to be the primary beneficiary (“PB”) for certain of these CLOs, which required BlackRock to consolidate these VIEs. BlackRock was deemed to be the PB because it has the power to direct the activities of the CLOs that most significantly impact the entities’ economic performance and has the right to receive benefits that potentially could be significant to the VIE. At ~~June~~September 30, 2013, the Company had ~~$2,261~~$2,181 million and ~~$2,238~~$2,156 million in assets and liabilities, respectively, on its condensed consolidated statements of financial condition related to these consolidated CLOs. In addition, the Company recorded appropriated retained earnings for the difference between the assets and liabilities, as the CLO noteholders, not BlackRock, ultimately will receive the benefits or absorb the losses associated with the CLOs’ assets and liabilities. Changes in the fair value of the assets and liabilities of these CLOs have no impact on net income attributable to BlackRock or its cash flows. Excluding outstanding management receivables, the Company has no risk of loss with its involvement with these VIEs.

Sponsored Private Equity Fund of Funds. At ~~June~~September 30, 2013, BlackRock was determined to be the PB of one investment fund of funds and was deemed to absorb the majority of the variability due to its de-facto third-party relationships with other partners in the fund, which limited the ability of the partners to transfer or sell their interests without BlackRock’s consent as the general partner of the fund. At ~~June~~September 30, 2013, the Company had recorded $3$2 million, ~~$21~~$17 million and ~~$24~~$19 million in cash and cash equivalents, investments ~~and other assets~~ and nonredeemable noncontrolling interests of the consolidated VIE, respectively, on its condensed consolidated statements of financial condition related to this VIE. Changes in the fair value of the assets and liabilities of this VIE have no impact on net income attributable to BlackRock. Excluding outstanding management fee receivables, the Company has no risk of loss related to its involvement with this VIE.

Fair Value Measurements. The provisions ofFair Value Measurements and Disclosures(“ (“ASC 820-10”) establish a hierarchy that prioritizes inputs to valuation techniques used to measure fair value and require companies to disclose the fair value of their financial instruments according to the 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.

Level 3 inputs include the most currently available information, including capital account balances for partnership interests in various alternative investments, which may be adjusted by using the returns of certain market indices. Certain investments that are valued using net asset values and

are subject to current redemption restrictions that will not be lifted in the near term are included in Level 3. BlackRock’s ~~$656~~$626 million of Level 3 investments, or ~~37%~~33% of total GAAP investments at ~~June~~September 30, 2013, primarily included co-investments in private equity fund of funds and private equity funds, funds of hedge funds as well as alternative hedge funds that invest in distressed credit and mortgage securities and real estate equity products. Many of these investees are investment companies, which record their underlying investments at fair value based on fair value policies established by management of the underlying fund, which could include BlackRock employees. Fair value policies at the underlying fund generally require the fund to utilize pricing/valuation information including independent appraisals from third-party sources. However, in some instances current valuation information, for illiquid securities or securities in markets that are not active, may not be available from any third-party source or fund management may conclude that the valuations that are available from third-party sources are not reliable. In these instances, fund management may perform model-based analytical valuations that may be used to value these investments.

The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument. See Note 2,Significant Accounting Policies, in the ~~Company’s~~ condensed consolidated financial statements contained in Part I, Item 1 of this filing for further information regarding fair value measurements.

Goodwill and Intangible Assets.The value of advisory contracts acquired in business acquisitions to manage AUM in proprietary open-end investment funds as well as collective trust funds without a specified termination date are classified as indefinite-lived intangible assets. The assignment of indefinite lives to such investment fund contracts is based upon the assumption there is no foreseeable limit on the contract period to manage these funds due to the likelihood of continued renewal at little or no cost. In addition, trade names/trademarks are considered indefinite-lived intangibles as they are expected to generate cash flows indefinitely. Goodwill represents the cost of a business acquisition in excess of the fair value of the net assets acquired. In accordance with the applicable provisions of ASC 350,Intangibles – Goodwill and Other (“ASC 350”), indefinite-lived intangible assets and goodwill are not amortized. The Company performed its annual impairment assessment review for goodwill and indefinite and finite-lived intangible assets on BlackRock’s annual impairment test date of July 31st.

Goodwill.BlackRock assessed its goodwill for impairment on July 31st and considered such factors as the book value and the market capitalization of the Company. At July 31, 2013, the impairment assessment indicated no impairment charge was required. The Company continues to monitor its book value per share compared with closing prices of its common stock for potential indicators of impairment. At September 30, 2013, the Company’s common stock closed at $270.62, which exceeded its book value, after excluding appropriated retained earnings, of approximately $153.32 per share.

Indefinite-lived and finite-lived intangibles. BlackRock assessed its indefinite-lived management contracts and trade names for impairment on July 31st. In evaluating whether it is more likely than not that the fair value of indefinite-lived intangibles is less than its carrying value, BlackRock performed certain quantitative assessments and assessed various significant qualitative factors including AUM, revenue basis points, projected AUM growth rates, operating margins, tax rates and discount rates. In addition, the Company considered other factors including: (i) macroeconomic conditions such as a deterioration in general economic conditions, limitations on accessing capital, fluctuations in foreign exchange rates, or other developments in equity and credit markets; (ii) industry and market considerations such as a deterioration in the environment in which an entity operates, an increased competitive environment, a decline in market-dependent multiples or metrics, a change in the market for an entity’s services, or regulatory, legal or political developments; and (iii) entity-specific events, such as a change in management or key personnel, overall financial performance and litigation that could affect significant inputs.

As of July 31, 2013, the Company determined that the impairment assessment performed indicated no impairment charges were required and the classification was still appropriate.

In addition, for finite-lived intangibles, management determined that no indicators existed which would result in an impairment charge or a change in the remaining useful life of its finite-lived intangible assets.

Performance Fees / Carried Interest. The Company receives investment advisory performance fees or incentive allocations, including carried interest allocations, from certain actively managed investment funds and certain separately managed accounts. These performance fees are earned upon exceeding specified relative and/or absolute investment return thresholds. Such fees are recorded upon completion of the measurement period, which varies by product or account, and could be monthly, quarterly, annually or longer. For the ~~six~~nine months ended ~~June~~September 30, 2013 and 2012, performance fee revenue totaled ~~$197~~$293 million and ~~$121~~$224 million, respectively.

~~In addition, the~~The Company receives carried interest from certain alternative investments upon exceeding performance thresholds. BlackRock may be required to return all, or part, of such

carried interest depending upon future performance of these funds. The Company records a deferred carried interest liability to the extent it receives cash or capital allocations related to carried interest prior to meeting the revenue recognition criteria. BlackRock records carried interest subject to such claw-back provisions in investments or cash to the extent that it is distributed, on its condensed consolidated statements of financial condition. Carried interest is realized and recorded as performance fee revenue upon the earlier of the termination of the investment fund or when the likelihood of claw-back is mathematically improbable. The Company records realized carried interest as performance fees on its condensed consolidated statements of income.

At ~~June~~September 30, 2013 and December 31, 2012, the Company had ~~$143~~$144 million and $97 million, respectively, of deferred carried interest recorded in other liabilities on the condensed consolidated statements of financial condition. The ultimate ~~recognition~~amount of performance fee revenue that will be recognized, if any, for these products is unknown.

Recent Developments

~~Tax Legislation in the United Kingdom~~.Acquisitions

~~Acquisitions~~

Accounting Developments

For accounting pronouncements that the Company adopted during the ~~six~~nine months ended ~~June~~September 30, 2013 and for recent accounting pronouncements not yet adopted, see Note 2,Significant Accounting Policies,, in the condensed consolidated financial statements contained in Part I, Item 1 of this filing.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

AUM Market Price Risk. BlackRock’s investment advisory and administration fees are primarily comprised of fees based on a percentage of the value of AUM and, in some cases, performance fees expressed as a percentage of the returns realized on AUM. At ~~June~~September 30, 2013, the majority of the Company’s investment advisory and administration fees were based on average or period end AUM of the applicable investment funds or separate accounts. Movements in equity market prices, interest rates/credit spreads, foreign exchange rates or all three could cause the value of AUM to decline, which would result in lower investment advisory and administration fees.

Corporate Investments Portfolio Risks. As a leading investment management firm, BlackRock devotes significant resources across all of its operations to identifying, measuring, monitoring, managing and analyzing market and operating risks, including the management and oversight of its own investment portfolio. The Board of Directors of the Company has adopted guidelines for the review of investments to be made by the Company, requiring, among other things, that investments be reviewed by certain senior officers of the Company, and that certain investments may be referred to the Audit Committee or the Board of Directors, depending on the circumstances, for approval.

In the normal course of its business, BlackRock is exposed to equity market price risk, interest rate/credit spread risk and foreign exchange rate risk associated with its corporate investments.

BlackRock has investments primarily in sponsored investment products that invest in a variety of asset classes, including real estate, private equity and hedge funds. 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. Currently, the Company has a seed capital hedging program in which it enters into swaps to hedge market and interest rate exposure to certain investments. At ~~June~~September 30, 2013, the Company had outstanding total return swaps and interest rate swaps with an aggregate notional value of approximately ~~$80~~$113 million and $68 million, respectively.

At ~~June~~September 30, 2013, approximately ~~$627~~$695 million of BlackRock’s total investments were maintained in sponsored investment funds deemed to be controlled by BlackRock in accordance with GAAP and, therefore, are consolidated even though BlackRock may not own a majority of such funds. Excluding the impact of the Federal Reserve Bank stock, carried interest, investments made to hedge exposure to certain deferred compensation plans and certain investments that are hedged via the seed capital hedging program, the Company’s economic exposure to its investment portfolio is ~~$1,284~~$1,316 million. SeeManagement’s Discussion and ~~Analysis- Balance~~Analysis-Balance Sheet Overview-Investmentsfor further information on the Company’s investments.

The “economic” investment exposure of the portfolio is presented ~~in either the equity market price or the interest rate/credit spread risk disclosures~~ below:

Equity Market Price Risk.At ~~June~~September 30, 2013, the Company’s net exposure to equity market price risk in its investment portfolio was approximately ~~$756~~$766 million of the Company’s total economic investment exposure. Investments subject to market price risk include private equity and real estate investments, hedge funds and funds of funds as well as mutual funds. The Company estimates that a hypothetical 10% adverse change in market prices would result in a decrease of approximately ~~$75.6~~$76.6 million in the carrying value of such investments.

Interest Rate/Credit Spread Risk.At ~~June~~September 30, 2013, the Company was exposed to interest-rate risk and credit spread risk as a result of approximately ~~$528~~$550 million of investments in debt securities and sponsored investment products that invest primarily in debt securities. Management considered a hypothetical 100 basis point fluctuation in interest rates or credit spreads and estimates that the impact of such a fluctuation on these investments, in the aggregate, would result in a decrease, or increase, of approximately ~~$13.8~~$15.2 million in the carrying value of such investments.

Foreign Exchange Rate Risk.As discussed above, the Company invests in sponsored investment products that invest in a variety of asset classes. The carrying value of the total economic investment exposure denominated in foreign currencies, primarily the pound sterling and euro, was ~~$124~~$187 million at ~~June~~September 30, 2013. A 10% adverse change in the applicable foreign exchange rates would result in approximately a ~~$12.4~~$18.7 million decline in the carrying value of such investments.

Other Market Risks.~~By using derivative financial instruments, the~~The Company ~~exposes itself to market risk. Market risk from~~executes forward foreign currency exchange contracts isto mitigate the ~~effect on the value~~risk of ~~a financial instrument that results from a change in currency~~foreign 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.~~movements. At ~~June~~September 30, 2013, the Company had outstanding forward foreign currency exchange contracts with an aggregate notional value of approximately ~~$105~~$680 million.

Item 4. Controls and Procedures

Disclosure Controls and Procedures. Under the direction of BlackRock’s Chief Executive Officer and Chief Financial Officer, BlackRock evaluated the effectiveness of its disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) at ~~June~~September 30, 2013. Based on this evaluation, BlackRock’s Chief Executive Officer and Chief Financial Officer have concluded that BlackRock’s disclosure controls and procedures were effective.

Internal Control over Financial Reporting. There have been no changes in internal control over financial reporting during the quarter ended ~~June~~September 30, 2013 that have materially affected or are reasonably likely to materially affect such internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, BlackRock receives subpoenas or other requests for information from various U.S. federal, state governmental and domestic and international 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 effect on BlackRock’s results of operations, financial position or cash flows. However, there is no assurance as to whether any such pending or threatened matters will have a material effect on BlackRock’s results of operations, financial position or cash flows in any future reporting period. Due to uncertainties surrounding the outcome of these matters, management cannot reasonably estimate the possible loss or range of loss that may arise from these matters.

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

During the three months ended ~~June~~September 30, 2013, the Company made the following purchases of its common stock, which is registered pursuant to Section 12(b) of the Exchange Act.

  Total Number
of Shares
Purchased Average Price
  Paid per Share   Total Number of
Shares
Purchased as
Part of Publicly
  Announced Plans
or Programs Maximum
Number of
  Shares that May
Yet Be
Purchased
Under the Plans
or Programs⁽¹⁾
April 1, 2013 through April 30, 2013 301,609 ⁽²⁾ $257.49   290,000           8,894,355
May 1, 2013 through May 31, 2013 577,133 ⁽²⁾ $280.57   576,000   8,318,355
June 1, 2013 through June 30, 2013 53,543 ⁽²⁾ $277.28   49,600   8,268,755

Total
        932,285            $272.91           915,600


	Total Number of Shares Purchased			Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs⁽¹⁾
July 1, 2013 through July 31, 2013		302,546	⁽²⁾		$279.66		255,000		8,013,755

August 1, 2013 through August 31, 2013		636,243	⁽²⁾		$272.75		620,000		7,393,755

September 1, 2013 through September 30, 2013		38,495	⁽²⁾		$263.26		33,400		7,360,355


Total		977,284			$274.52		908,400

⁽¹⁾	In January 2013, the Board of Directors approved an increase in the availability under the Company’s existing share repurchase program to allow for the repurchase of up to 10.2 million shares of BlackRock common stock with no stated expiration date.

⁽²⁾

Includes purchases made by the Company primarily to satisfy income tax withholding obligations of employees and members of the Company’s Board of Directors related to the vesting of certain restricted stock or restricted stock unit awards and purchases made by the Company as part of the publicly announced share repurchase program.

Item 6. Exhibits


Exhibit No.		Description
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

SIGNATURES

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


	BLACKROCK, INC.
	(Registrant)

	By:	/s/ Gary Shedlin
Date: ~~August~~November 8, 2013		Gary S. Shedlin
		Senior Managing Director & Chief Financial Officer

EXHIBIT INDEX


Exhibit No.		Description
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


(in millions, except per share data)	Three Months Ended June 30, 2012		Six Months Ended June 30, 2012
Net income attributable to BlackRock		$554		$1,126
Less:
Dividends distributed to common shares		260		544
Dividends distributed to participating RSUs		-		1

Undistributed net income attributable to BlackRock		294		581
Percentage of undistributed net income allocated to common shares⁽¹⁾		99.9%		99.9%
Undistributed net income allocated to common shares		294		581
Plus:
Common share dividends		260		544

Net income attributable to common shares		$554		$1,125

Basic weighted-average shares outstanding		177,010,239		178,016,539
Dilutive effect of:
Non-participating RSUs and stock options		2,580,463		2,736,976

Total diluted weighted-average shares outstanding		179,590,702		180,753,515

Basic earnings per share		$3.13		$6.32
Diluted earnings per share		$3.08		$6.22