(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.

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).

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

As of October 31, ~~2016,~~2017, there were ~~162,069,345~~160,332,161 shares of the registrant’s common stock outstanding.

	September 30,			December 31,			September 30,			December 31,
(in millions, except shares and per share data)	2016			2015			2017			2016
Assets
Cash and cash equivalents	$	5,454		$	6,083		$	6,165		$	6,091
Accounts receivable		2,601			2,237			3,183			2,350
Investments		1,731			1,578			1,928			1,595
Assets of consolidated variable interest entities:
Cash and cash equivalents		161			148			82			84
Investments		1,411			1,030			1,286			1,008
Other assets		183			67			46			63
Separate account assets		153,330			150,851			147,938			149,089
Separate account collateral held under securities lending agreements		29,839			31,336			27,431			27,792
Property and equipment (net of accumulated depreciation of $631 and $570 at September 30, 2016 and December 31, 2015, respectively)		564			581
Intangible assets (net of accumulated amortization of $820 and $745 at September 30, 2016 and December 31, 2015, respectively)		17,387			17,372
Property and equipment (net of accumulated depreciation of $708 and $601 at September 30, 2017 and December 31, 2016, respectively)								571			559
Intangible assets (net of accumulated amortization of $909 and $832 at September 30, 2017 and December 31, 2016, respectively)								17,400			17,363
Goodwill		13,124			13,123			13,226			13,118
Other assets		954			855			1,311			1,065
Total assets	$	226,739		$	225,261		$	220,567		$	220,177
Liabilities
Accrued compensation and benefits	$	1,481		$	1,971		$	1,614		$	1,880
Accounts payable and accrued liabilities		1,354			1,068			1,652			1,094
Liabilities of consolidated variable interest entities		272			177			319			216
Borrowings		4,961			4,930			5,000			4,915
Separate account liabilities		153,330			150,851			147,938			149,089
Separate account collateral liabilities under securities lending agreements		29,839			31,336			27,431			27,792
Deferred income tax liabilities		4,832			4,851			4,966			4,840
Other liabilities		1,109			1,033			1,230			1,007
Total liabilities		197,178			196,217			190,150			190,833
Commitments and contingencies (Note 11)
Temporary equity
Redeemable noncontrolling interests		600			464			320			194
Permanent Equity
BlackRock, Inc. stockholders’ equity
Common stock, $0.01 par value;		2			2			2			2
Shares authorized: 500,000,000 at September 30, 2016 and December 31, 2015;
Shares issued: 171,252,185 at September 30, 2016 and December 31, 2015;
Shares outstanding: 162,271,222 and 163,461,064 at September 30, 2016 and December 31, 2015, respectively
Shares authorized: 500,000,000 at September 30, 2017 and December 31, 2016; Shares issued: 171,252,185 at September 30, 2017 and December 31, 2016; Shares outstanding: 160,528,060 and 161,534,443 at September 30, 2017 and December 31, 2016, respectively
Preferred stock (Note 15)		—			—			—			—
Additional paid-in capital		19,236			19,405			19,145			19,337
Retained earnings		13,183			12,033			15,065			13,660
Accumulated other comprehensive loss		(598	)		(448	)		(473	)		(716	)
Treasury stock, common, at cost (8,980,963 and 7,791,121 shares held at September 30, 2016 and December 31, 2015, respectively)		(2,919	)		(2,489	)
Treasury stock, common, at cost (10,724,125 and 9,717,742 shares held at September 30, 2017 and December 31, 2016, respectively)								(3,697	)		(3,185	)
Total BlackRock, Inc. stockholders’ equity		28,904			28,503			30,042			29,098
Nonredeemable noncontrolling interests		57			77			55			52
Total permanent equity		28,961			28,580			30,097			29,150
Total liabilities, temporary equity and permanent equity	$	226,739		$	225,261		$	220,567		$	220,177

	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
(in millions, except shares and per share data)	September 30,						September 30,						September 30,						September 30,
	2016			2015			2016			2015			2017			2016			2017			2016
Revenue
Investment advisory, administration fees and securities lending revenue
Related parties	$	1,768		$	1,719		$	5,098		$	5,166		$	1,995		$	1,768		$	5,662		$	5,098
Other third parties		778			737			2,296			2,214			797			778			2,335			2,296
Total investment advisory, administration fees and securities lending revenue		2,546			2,456			7,394			7,380			2,792			2,546			7,997			7,394
Investment advisory performance fees		58			208			166			452			191			58			309			166
BlackRock Solutions and advisory		174			167			517			475
Technology and risk management revenue														175			152			497			439
Distribution fees		10			14			32			44			5			10			17			32
Other revenue		49			65			156			187
Advisory and other revenue														70			71			202			234
Total revenue		2,837			2,910			8,265			8,538			3,233			2,837			9,022			8,265
Expense
Employee compensation and benefits		969			1,023			2,893			3,016			1,088			969			3,108			2,893
Distribution and servicing costs		114			102			320			306			123			114			361			320
Amortization of deferred sales commissions		8			12			27			37			4			8			13			27
Direct fund expense		200			198			583			578			234			200			666			583
General and administration		312			319			946			970			363			312			1,014			946
Restructuring charge		—			—			76			—			—			—			—			76
Amortization of intangible assets		25			34			75			104			27			25			77			75
Total expense		1,628			1,688			4,920			5,011			1,839			1,628			5,239			4,920
Operating income		1,209			1,222			3,345			3,527			1,394			1,209			3,783			3,345
Nonoperating income (expense)
Net gain (loss) on investments		31			(10	)		49			59			41			31			128			49
Interest and dividend income		22			12			33			21			15			22			35			33
Interest expense		(52	)		(50	)		(154	)		(153	)		(46	)		(52	)		(159	)		(154	)
Total nonoperating income (expense)		1			(48	)		(72	)		(73	)		10			1			4			(72	)
Income before income taxes		1,210			1,174			3,273			3,454			1,404			1,210			3,787			3,273
Income tax expense		333			342			954			971			445			333			1,090			954
Net income		877			832			2,319			2,483			959			877			2,697			2,319
Less:
Net income (loss) attributable to noncontrolling interests		2			(11	)		(2	)		(1	)		12			2			31			(2	)
Net income attributable to BlackRock, Inc.	$	875		$	843		$	2,321		$	2,484		$	947		$	875		$	2,666		$	2,321
Earnings per share attributable to BlackRock, Inc. common stockholders:
Basic	$	5.33		$	5.08		$	14.09		$	14.91		$	5.85		$	5.33		$	16.41		$	14.09
Diluted	$	5.26		$	5.00		$	13.92		$	14.68		$	5.78		$	5.26		$	16.23		$	13.92
Cash dividends declared and paid per share	$	2.29		$	2.18		$	6.87		$	6.54		$	2.50		$	2.29		$	7.50		$	6.87
Weighted-average common shares outstanding:
Basic		164,129,214			166,045,291			164,756,355			166,579,805			161,872,716			164,129,214			162,459,737			164,756,355
Diluted		166,256,598			168,665,303			166,760,912			169,157,188			163,773,546			166,256,598			164,289,042			166,760,912

Three Months Ended

Nine Months Ended

(in millions)

September 30,

September 30,

2016

2015

2016

2015

Net income

$
877

$
832

$
2,319

$
2,483

Other comprehensive income:

Change in net unrealized gains (losses) from
   available-for-sale investments, net of tax:

Unrealized holding gains (losses)⁽¹⁾

—

(2
)

—

(3
)
Less: reclassification adjustment
   included in net income⁽¹⁾

—

—

(1
)

—

Net change from available-for-sale investments

—

(2
)

1

(3
)
Benefit plans

—

—

—

(1
)
Foreign currency translation adjustments⁽²⁾

(38
)

(67
)

(151
)

(131
)
Other comprehensive income (loss)

(38
)

(69
)

(150
)

(135
)
Comprehensive income

839

763

2,169

2,348

Less: Comprehensive income (loss) attributable to
   noncontrolling interests

2

(11
)

(2
)

(1
)
Comprehensive income attributable to BlackRock, Inc.

$
837

$
774

$
2,171

$
2,349

	Three Months Ended					Nine Months Ended
(in millions)	September 30,					September 30,
	2017		2016			2017			2016
Net income	$	959	$	877		$	2,697		$	2,319
Other comprehensive income:
Foreign currency translation adjustments⁽¹⁾		102		(38	)		244			(151	)
Other		—		—			(1	)		1
Other comprehensive income (loss)		102		(38	)		243			(150	)
Comprehensive income		1,061		839			2,940			2,169
Less: Comprehensive income (loss) attributable to noncontrolling interests		12		2			31			(2	)
Comprehensive income attributable to BlackRock, Inc.	$	1,049	$	837		$	2,909		$	2,171

(in millions)

Additional
Paid-in
Capital⁽¹⁾

Retained
Earnings

Accumulated
Other
Comprehensive
Income (Loss)

Treasury
Stock
Common

Total
BlackRock
Stockholders’
Equity

Nonredeemable
Noncontrolling
Interests

Total
Permanent
Equity

Redeemable
Noncontrolling
Interests /
Temporary
Equity

December 31, 2015

$
19,407

$
12,033

$
(448
)

$
(2,489
)

$
28,503

$
77

$
28,580

$
464

Net income

—

2,321

—

—

2,321

(2
)

2,319

—

Dividends paid

—

(1,171
)

—

—

(1,171
)

—

(1,171
)

—

Stock-based compensation

408

—

—

—

408

—

408

—

PNC preferred stock capital contribution

172

—

—

—

172

—

172

—

Retirement of preferred stock

(172
)

—

—

—

(172
)

—

(172
)

—

Issuance of common shares related to employee stock
   transactions

(654
)

—

—

688

34

—

34

—

Employee tax withholdings related to employee stock
   transactions

—

—

—

(268
)

(268
)

—

(268
)

—

Shares repurchased

—

—

—

(850
)

(850
)

—

(850
)

—

Net tax benefit (shortfall) from stock-based
   compensation

77

—

—

—

77

—

77

—

Subscriptions (redemptions/ distributions) —
   noncontrolling interest holders

—

—

—

—

—

(18
)

(18
)

1,017

Net consolidations (deconsolidations) of sponsored
   investment funds

—

—

—

—

—

—

—

(881
)
Other comprehensive income (loss)

—

—

(150
)

—

(150
)

—

(150
)

—

September 30, 2016

$
19,238

$
13,183

$
(598
)

$
(2,919
)

$
28,904

$
57

$
28,961

$
600

(in millions)	Additional Paid-in Capital⁽¹⁾			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock Common			Total BlackRock Stockholders’ Equity			Nonredeemable Noncontrolling Interests			Total Permanent Equity			Redeemable Noncontrolling Interests / Temporary Equity
December 31, 2016	$	19,339		$	13,660		$	(716	)	$	(3,185	)	$	29,098		$	52		$	29,150		$	194
Net income		—			2,666			—			—			2,666			3			2,669			28
Dividends paid		—			(1,259	)		—			—			(1,259	)		—			(1,259	)		—
Stock-based compensation		417			—			—			—			417			—			417			—
PNC preferred stock capital contribution		193			—			—			—			193			—			193			—
Retirement of preferred stock		(193	)		—			—			—			(193	)		—			(193	)		—
Issuance of common shares related to employee stock transactions		(612	)		—			—			621			9			—			9			—
Employee tax withholdings related to employee stock transactions		—			—			—			(308	)		(308	)		—			(308	)		—
Shares repurchased		—			—			—			(825	)		(825	)		—			(825	)		—
Subscriptions (redemptions/ distributions) — noncontrolling interest holders		—			—			—			—			—			(14	)		(14	)		338
Net consolidations (deconsolidations) of sponsored investment funds		—			—			—			—			—			14			14			(240	)
Other comprehensive income (loss)		—			—			243			—			243			—			243			—
Adoption of new accounting pronouncement		3			(2	)		—			—			1			—			1			—
September 30, 2017	$	19,147		$	15,065		$	(473	)	$	(3,697	)	$	30,042		$	55		$	30,097		$	320

(in millions)

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

Total
Permanent
Equity

Redeemable
Noncontrolling
Interests /
Temporary
Equity

December 31, 2014

$
19,388

$
10,164

$
(19
)

$
(273
)

$
(1,894
)

$
27,366

$
119

$
27,485

$
35

Net income

—

2,484

—

—

—

2,484

3

2,487

(4
)
Net consolidation (deconsolidation) of VIEs due to adoption
   of new accounting pronouncement

—

—

19

—

—

19

(8
)

11

194

Dividends paid

—

(1,115
)

—

—

—

(1,115
)

—

(1,115
)

—

Stock-based compensation

397

—

—

—

—

397

—

397

—

Issuance of common shares related
   to employee stock transactions

(542
)

—

—

—

629

87

—

87

—

Employee tax withholdings related to
   employee stock transactions

—

—

—

—

(228
)

(228
)

—

(228
)

—

Shares repurchased

—

—

—

—

(825
)

(825
)

—

(825
)

—

Net tax benefit (shortfall) from
   stock-based compensation

86

—

—

—

—

86

—

86

—

Subscriptions (redemptions/ distributions)-
   noncontrolling interest holders

—

—

—

—

—

—

(21
)

(21
)

298

Net consolidations (deconsolidations)
   of sponsored investment funds

—

—

—

—

—

—

(6
)

(6
)

(265
)
Other comprehensive income (loss)

—

—

—

(135
)

—

(135
)

—

(135
)

—

September 30, 2015

$
19,329

$
11,533

$
—

$
(408
)

$
(2,318
)

$
28,136

$
87

$
28,223

$
258

(in millions)	Additional Paid-in Capital⁽¹⁾			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock Common			Total BlackRock Stockholders’ Equity			Nonredeemable Noncontrolling Interests			Total Permanent Equity			Redeemable Noncontrolling Interests / Temporary Equity
December 31, 2015	$	19,407		$	12,033		$	(448	)	$	(2,489	)	$	28,503		$	77		$	28,580		$	464
Net income		—			2,321			—			—			2,321			(2	)		2,319			—
Dividends paid		—			(1,171	)		—			—			(1,171	)		—			(1,171	)		—
Stock-based compensation		408			—			—			—			408			—			408			—
PNC preferred stock capital contribution		172			—			—			—			172			—			172			—
Retirement of preferred stock		(172	)		—			—			—			(172	)		—			(172	)		—
Issuance of common shares related to employee stock transactions		(654	)		—			—			688			34			—			34			—
Employee tax withholdings related to employee stock transactions		—			—			—			(268	)		(268	)		—			(268	)		—
Shares repurchased		—			—			—			(850	)		(850	)		—			(850	)		—
Net tax benefit (shortfall) from stock-based compensation		77			—			—			—			77			—			77			—
Subscriptions (redemptions/ distributions) — noncontrolling interest holders		—			—			—			—			—			(18	)		(18	)		1,017
Net consolidations (deconsolidations) of sponsored investment funds		—			—			—			—			—			—			—			(881	)
Other comprehensive income (loss)		—			—			(150	)		—			(150	)		—			(150	)		—
September 30, 2016	$	19,238		$	13,183		$	(598	)	$	(2,919	)	$	28,904		$	57		$	28,961		$	600

	Nine Months Ended						Nine Months Ended
(in millions)	September 30,						September 30,
	2016			2015			2017			2016
Cash flows from operating activities
Net income	$	2,319		$	2,483		$	2,697		$	2,319
Adjustments to reconcile net income to cash flows from operating activities:
Depreciation and amortization		171			196			190			198
Amortization of deferred sales commissions		27			37
Stock-based compensation		408			397			417			408
Deferred income tax expense (benefit)		(6	)		(73	)		175			(6	)
Other gains		—			(40	)
Net (gains) losses on nontrading investments		—			10
Assets and liabilities of consolidated VIEs:
Change in cash and cash equivalents		(127	)		(26	)		(19	)		(127	)
Net (gains) losses within consolidated VIEs		(34	)		(2	)		(95	)		(34	)
Net (purchases) proceeds within consolidated VIEs		(855	)		(169	)		(148	)		(855	)
(Earnings) losses from equity method investees		(71	)		(59	)		(92	)		(71	)
Distributions of earnings from equity method investees		16			32			24			16
Changes in operating assets and liabilities:
Accounts receivable		(336	)		(461	)		(776	)		(336	)
Investments, trading		(278	)		(402	)		(145	)		(278	)
Other assets		(114	)		(264	)		(190	)		(114	)
Accrued compensation and benefits		(484	)		(313	)		(267	)		(484	)
Accounts payable and accrued liabilities		309			287			595			309
Other liabilities		17			214			120			17
Cash flows from operating activities		962			1,847			2,486			962
Cash flows from investing activities
Purchases of investments		(292	)		(329	)		(400	)		(292	)
Proceeds from sales and maturities of investments		215			461			121			215
Distributions of capital from equity method investees		26			56			26			26
Net consolidations (deconsolidations) of sponsored investment funds		(74	)		(82	)		(35	)		(74	)
Acquisitions		(30	)		(88	)		(102	)		(30	)
Purchases of property and equipment		(88	)		(160	)		(100	)		(88	)
Cash flows from investing activities		(243	)		(142	)		(490	)		(243	)
Cash flows from financing activities
Proceeds from long-term borrowings		—			787			697			—
Repayments of long-term borrowings		—			(750	)		(700	)		—
Cash dividends paid		(1,171	)		(1,115	)		(1,259	)		(1,171	)
Proceeds from stock options exercised		26			79			—			26
Repurchases of common stock		(1,118	)		(1,053	)		(1,133	)		(1,118	)
Net (redemptions/distributions paid)/subscriptions received from noncontrolling interest holders		999			277			324			999
Excess tax benefit from stock-based compensation		81			86			—			81
Other financing activities		3			(11	)		(12	)		3
Cash flows from financing activities		(1,180	)		(1,700	)		(2,083	)		(1,180	)
Effect of exchange rate changes on cash and cash equivalents		(168	)		(55	)		161			(168	)
Net increase (decrease) in cash and cash equivalents		(629	)		(50	)		74			(629	)
Cash and cash equivalents, beginning of period		6,083			5,723			6,091			6,083
Cash and cash equivalents, end of period	$	5,454		$	5,673		$	6,165		$	5,454
Supplemental disclosure of cash flow information:
Cash paid for:
Interest	$	144		$	139		$	150		$	144
Income taxes (net of refunds)	$	910		$	1,013		$	916		$	910
Supplemental schedule of noncash investing and financing transactions:
Issuance of common stock	$	654		$	542		$	612		$	654
PNC preferred stock capital contribution	$	172		$	—		$	193		$	172
Increase (decrease) in noncontrolling interests due to net consolidation (deconsolidation) of sponsored investment funds	$	(881	)	$	(85	)	$	(226	)	$	(881	)
Increase (decrease) in borrowings due to consolidation/deconsolidation of VIEs	$	—		$	(3,389	)

BlackRock’s diverse platform of active (alpha) and index (beta) investment strategies across asset classes enables the Company to tailor investment outcomes and asset allocation solutions for clients. Product offerings include single- and multi-asset ~~class~~ portfolios investing in equities, fixed income, alternatives and money market instruments. Products are offered directly and through intermediaries in a variety of vehicles, including open-end and closed-end mutual funds, iShares^® exchange-traded funds (“ETFs”), separate accounts, collective investment funds and other pooled investment vehicles. BlackRock also offers ~~the~~ ~~BlackRock Solutions~~^®an investment and risk management technology platform, Aladdin^®, risk analytics, advisory and ~~advisory~~technology services and solutions to a broad base of institutional and wealth management investors.

At September 30, ~~2016,~~2017, The PNC Financial Services Group, Inc. (“PNC”) held ~~21.3%~~21.4% of the Company’s voting common stock and ~~22.0%~~21.9% of the Company’s capital stock, which includes outstanding common and nonvoting preferred stock.

Basis of Presentation. These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of the Company and its controlled subsidiaries. Noncontrolling interests on the condensed consolidated statements of financial condition represents the portion of consolidated sponsored investment funds in which the Company does not have direct equity ownership. 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 revenue and expense 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, ~~2015,~~2016, which was filed with the Securities and Exchange Commission (“SEC”) on February ~~26,~~ 28, 2017 (“2016 ~~(“2015~~ Form 10-K”).

The interim financial information at September 30, ~~2016~~2017 and for the three and nine months ended September 30, ~~2016~~2017 and ~~2015~~2016 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.

Certain items previously reported have been reclassified to conform to the current year presentation. Beginning with the first quarter of 2017, Aladdin revenue previously reported within “BlackRock Solutions^® and advisory” has been presented within “Technology and risk management revenue” on the condensed consolidated statements of income. The remaining previously reported “BlackRock Solutions and advisory” revenue is currently reported as part of “Advisory and other revenue.” The prior period amounts reported for BlackRock Solutions and advisory for the three and nine months ended September 30, 2016 have been reclassified to conform to the current presentation.

~~Recent~~ Accounting Pronouncements Adopted in the Nine Months Ended September 30, ~~2016~~2017.

Accounting for ~~Measurement-Period Adjustments~~Share-Based Payments..In ~~September 2015,~~March 2016, the Financial Accounting Standards Board (“FASB”) issued ASU ~~2015-16,~~2016-09, ~~Simplifying the~~Improvements to Employee Share-Based Payment Accounting ~~for Measurement-Period Adjustments~~ (“ASU ~~2015-16”~~2016-09”). ~~Under~~ ASU ~~2015-16, an acquirer must recognize, upon determination, adjustments to~~2016-09 simplifies accounting for employee share-based payment transactions, including the ~~original amounts recorded~~accounting for ~~a business acquisition that are identified during~~income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the ~~one-year period following the acquisition date. Previously, prior period information was required to be restated.~~condensed consolidated

statements of cash flows. The Company adopted ASU ~~2015-16 prospectively on~~2016-09 as of January 1, ~~2016~~2017. ASU 2016-09 requires all excess tax benefits and deficiencies to be recognized in income tax expense on the condensed consolidated statements of income. Accordingly, the Company recorded a discrete income tax benefit of $81 million during the three months ended March 31, 2017 for vested restricted stock units where the grant date stock price was lower than the vesting date stock price. The new guidance will ~~apply~~increase the ~~ASU to any adjustments related to business acquisitions.~~

~~Transition to Equity Method Accounting.~~ ~~In March 2016, the FASB issued ASU 2016-07,~~ ~~Simplifying the Transition to the Equity Method~~volatility of ~~Accounting~~ ~~(“ASU 2016-07”). ASU 2016-07 eliminates the requirement to apply the equity~~

~~method of accounting retrospectively to an investment that subsequently qualifies for such accounting~~income tax expense as a result of ~~obtaining significant influence. The~~fluctuations in the Company’s stock price. Upon adoption, the Company ~~adopted ASU 2016-07~~elected to account for forfeitures as they occur, which did not have a material impact on the condensed consolidated financial statements. In addition, the Company elected to present excess tax benefits and deficiencies prospectively in operating activities on ~~January 1, 2016.~~the condensed consolidated statements of cash flows.

Hierarchy of Fair Value Inputs. The Company uses a fair value hierarchy that prioritizes inputs to valuation ~~techniques~~approaches used to measure fair value. 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:

Quoted prices (unadjusted) in active markets for identical assets or liabilities at the reporting date.

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.

Unobservable inputs for the valuation of the asset or liability, which may include 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.

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.~~Approaches. The fair values of certain Level 3 assets and liabilities were determined using various ~~methodologies~~valuation approaches as appropriate, including 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.

A significant number of inputs used to value equity, debt securities and investments in CLOs is sourced from third-party pricing vendors. Generally, prices obtained from pricing vendors are categorized as Level 1 inputs for identical securities traded in active markets orand 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,~~approaches, including the general assumptions and methods used to value various asset classes, and

operational processes with these vendors. On a quarterly basis, meetings are held with key vendors to identify any significant changes to the vendors’ processes.

In addition, quotes obtained from brokers generally are 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.

Investments Measured at Net Asset Values. As a practical expedient, the Company uses ~~NAV~~net asset value (“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 hedge funds, real assets and private equity funds, which may be adjusted by using the returns of certain market indices. The various partnerships generally 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 could be used as an input to value these investments.

Derivative Instruments and Hedging Activities. The Company does not use derivative financial instruments for trading or speculative purposes. The Company uses derivative financial instruments primarily for purposes of hedging exposures to fluctuations in foreign currency exchange rates of certain assets and liabilities, and market exposures for certain seed investments. However, certain consolidated sponsored investment funds may also ~~invest in~~utilize derivatives as a part of their investment strategy.

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

The Company may also use financial instruments designated as net investment hedges for accounting purposes to hedge net investments in international subsidiaries whose functional currency is ~~different from~~not U.S. dollars. The gain or loss from revaluing accounting hedges of net investments in foreign operations at the spot rate is deferred and reported within accumulated other comprehensive income on the condensed consolidated statements of financial condition. The Company reassesses the effectiveness of its net investment hedge on a quarterly basis.

Money Market Fee Waivers. The Company is currently voluntarily waiving a portion of its management fees on certain money market funds to ensure that they maintain a ~~minimum~~targeted level of daily net investment income (the “Yield Support waivers”). During the three and nine months ended September 30, 2017, these waivers resulted in a reduction of management fees of approximately $0million and $6 million, respectively. During the three and nine months ended September 30, 2016, these waivers resulted in a reduction of management fees of approximately $17 million and $42 million, respectively. ~~During~~Approximately 0% and 45% of Yield Support waivers for the ~~three and~~ nine months ended September 30, ~~2015, these waivers resulted in a reduction of management fees of approximately $32 million~~2017 and ~~$112 million, respectively. Approximately 45% of year-to-date Yield Support waivers for both nine months ended September 30,~~ 2016, ~~and 2015~~respectively, were offset by a reduction of BlackRock’s distribution and servicing costs paid to a financial intermediary. BlackRock ~~has provided Yield Support waivers in prior periods and~~ may increase or decrease the level of ~~fee~~Yield Support waivers in future periods.

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 account assets primarily include equity securities, 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.

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.

Separate Account Collateral Assets Held and Liabilities Under Securities Lending Agreements. The Company facilitates securities lending arrangements whereby securities held by separate accounts maintained by BlackRock Life Limited are lent to third parties under global master securities lending agreements. In exchange, the Company receives legal title to the 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 the right to request additional collateral or, in the event of borrower default, the right to liquidate collateral. 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.

The Company records on the condensed consolidated statements of financial condition the cash and noncash collateral received under these BlackRock Life Limited securities lending arrangements as its own asset in addition to an equal and offsetting collateral liability for the obligation to return the collateral. The securities lending revenue earned from lending securities held by the separate accounts is included in investment advisory, administration fees and securities lending revenue on the condensed consolidated statements of income. During the nine months ended September 30, ~~2016~~2017 and ~~2015,~~2016, the Company had not resold or repledged any of the collateral received under these arrangements. At September 30, ~~2016~~2017 and December 31, ~~2015,~~2016, the fair value of loaned securities held by separate accounts was approximately ~~$27.5~~$24.7 billion and ~~$28.8~~$25.7 billion, respectively, and the fair value of the collateral held under these securities lending agreements was approximately ~~$29.8~~$27.4 billion and ~~$31.3~~$27.8 billion, respectively.

Revenue from Contracts with Customers.In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers(“ (“ASU 2014-09”). ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance.

~~In March 2016,~~ The guidance also changes the ~~FASB issued ASU 2016-08,~~ ~~Principal Versus Agent Considerations (Reporting Revenue Gross Versus Net)~~ ~~(“ASU 2016-08”). ASU 2016-08 amends~~accounting for certain contract costs and revises the ~~principal-versus-agent implementation guidance~~criteria for determining if an entity is acting as a principal or agent in certain arrangements. The Company continues to evaluate the impact of ASU 2014-09 ~~impacting whether~~on the presentation and recognition of its revenue contracts and certain contract costs. The most significant change identified to date relates to the presentation of certain distribution costs, which are currently presented net against revenues (contra-revenue) and will likely be presented as an ~~entity reports revenue~~expense on a gross orbasis. The Company currently expects such net ~~basis.~~

~~In April 2016, the FASB issued ASU 2016-10,~~ ~~Identifying Performance Obligations and Licensing~~ ~~(“ASU 2016-10”). ASU 2016-10 clarifies aspects of ASU 2014-09 pertaining~~gross up to ~~the identification of performance obligations and the licensing implementation guidance, while retaining the related principles for those areas.~~

~~In May 2016, the FASB issued ASU 2016-12,~~ ~~Narrow-Scope Improvements and Practical Expedients~~ ~~(“ASU 2016-12”). ASU 2016-12 clarifies aspects of ASU 2014-09, including clarification of noncash consideration, and provides~~annual revenue to be approximately $1 billion with a ~~practical expedient for reflecting contract modifications at transition.~~

corresponding gross up to annual expense. The Company is currently evaluating which transition method it will apply when it adopts the ~~impact~~new revenue recognition guidance in the first quarter of ~~adopting ASU 2014-09, ASU 2016-08, ASU 2016-10 and ASU 2016-12, which are effective for the Company on January 1,~~ 2018.

Recognition and Measurement of Financial Instruments. In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). ASU 2016-01 amends guidance on the classification and measurement of financial instruments, including significant revisions in accounting related to the classification and measurement of investments in equity securities and presentation of certain fair value changes for financial liabilities when the fair value option is elected. ASU 2016-01 also amends certain disclosure requirements associated with the fair value of financial instruments. The Company isdoes not currently ~~evaluating~~expect the ~~impact~~reclassification of ~~adopting ASU 2016-01, which is~~unrealized gains(losses) on equity securities within accumulated other comprehensive income to retained earnings to be material upon adoption effective ~~for the Company on~~ January 1, 2018.

Leases.In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”)~~. ASU 2016-02~~, which requires lessees to recognize assets and liabilities arising from most operating leases on the ~~statement~~condensed consolidated statements of financial ~~position.~~condition. The Company ~~is currently evaluating the impact~~expects to record assets and liabilities for its current operating leases upon adoption of ~~adopting~~ ASU 2016-02 ~~which~~and does not expect the adoption to have a material impact on its results of operations or cash flows. ASU 2016-02 is effective for the Company on January 1, ~~2019.~~

~~Accounting for Share-Based Payments.~~ ~~In March 2016, the FASB issued ASU 2016-09,~~ ~~Improvements to Employee Share-Based Payment Accounting~~ ~~(“ASU 2016-09”). ASU 2016-09 simplifies accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures,~~2019, and ~~statutory tax withholding requirements, as well as classification in the statement of cash flows.~~ ~~ASU 2016-09 is effective for~~ the Company ~~on January 1, 2017. The Company does not expect~~intends to apply the ~~adoption~~practical expedients allowed by the standard upon transition. See Note 13 of the ~~forfeiture provision of ASU 2016-09 to be material to~~2016 Form 10-K for information on the ~~condensed consolidated financial statements.~~ ~~The Company is currently evaluating the impact of adopting the other provisions of~~ ~~ASU 2016-09.~~

~~Accounting for Credit Losses.~~ ~~In June 2016, the FASB issued ASU 2016-13,~~ ~~Measurement of Credit Losses on Financial Instruments~~ (“ASU 2016-13”), which amends the guidance for evaluating the impairment of financial instruments. The new guidance adds an impairment model that is based on expected losses rather than incurred losses. The Company is currently evaluating the impact of adopting ASU 2016-13, which is effective for the Company on January 1, 2020 with early adoption permitted on January 1, 2019.Company’s operating lease commitments.

Cash Flow Classification. In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), which amends and clarifies the current guidance to reduce diversity in practice of the classification of certain cash receipts and payments in the ~~statement~~condensed consolidated statements of cash flows. The Company is currently evaluating the impact of adopting ASU 2016-15, which is effective for the Company on January 1, 2018 with early adoption permitted. The Company must apply the guidance retrospectively to all periods presented.

~~Income Taxes.~~ ~~In October 2016, the FASB issued ASU 2016-16,~~ ~~Intra-Entity Transfers of Assets Other Than Inventory~~ (“ASU 2016-16”), which removes the prohibition against the immediate recognition of the current and deferred income tax effects of intra-entity transfers of assets other than inventory. The Company is currently evaluating the impact of adopting ASU 2016-16, which is effective for the Company on January 1, 2018 with early adoption permitted on January 1, 2017.

~~In October 2016, the FASB issued ASU 2016-17,~~ ~~Interests Held through Related Parties That Are under Common Control~~ (“ASU 2016-17”), which alters how a decision maker needs to consider indirect interests in a variable interest entity (“VIE”) held through an entity under common control. The Company is currently evaluating the impact of adopting ASU 2016-17, which is effective for the Company on January 1, 2017 with early adoption permitted.

					September 30,		December 31,
(in millions)	September 30, 2016		December 31, 2015		2017		2016
Available-for-sale investments	$	85	$	44	$	104	$	80
Held-to-maturity investments		192		108		76		51
Trading investments:
Consolidated sponsored investment funds		575		700		507		465
Other equity and debt securities		32		20		131		101
Deferred compensation plan mutual funds		59		65		54		59
Total trading investments		666		785		692		625
Other investments:
Equity method investments		663		513
Deferred compensation plan equity method investments		8		14
Equity method investments⁽¹⁾						944		730
Cost method investments⁽¹⁾⁽²⁾		91		95		92		91
Carried interest(3)		26		19		20		18
Total other investments		788		641		1,056		839
Total investments	$	1,731	$	1,578	$	1,928	$	1,595

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

At both September 30, ~~2016~~2017 and December 31, ~~2015,~~2016, available-for-sale investments primarily included certain investments in CLOs and seed investments in BlackRock sponsored mutual funds. The cost of these investments approximated carrying value.

The carrying value of held-to-maturity investments was ~~$192~~$76 million and ~~$108~~$51 million at September 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively. Held-to-maturity investments included foreign government debt held primarily for regulatory purposes and certain investments in CLOs. The amortized cost (carrying value) of these investments approximated fair value. At September 30, ~~2016, $161~~2017, $11 million of these investments ~~mature in less than one year, $11 million~~ mature between five to ten years and ~~$20~~$65 million mature after ten years.

	September 30,				December 31,				September 30,				December 31,
(in millions)	2016				2015				2017				2016
	Cost		Carrying Value		Cost		Carrying Value		Cost		Carrying Value		Cost		Carrying Value
Trading investments:
Deferred compensation plan mutual funds	$	41	$	59	$	48	$	65	$	34	$	54	$	41	$	59
Equity securities/multi-asset mutual funds		238		248		294		279		323		353		290		308
Debt securities/fixed income mutual funds:
Corporate debt		188		194		194		190		160		162		128		128
Government debt		70		81		202		202		59		60		60		60
Asset/mortgage backed debt		84		84		49		49		62		63		70		70
Total trading investments	$	621	$	666	$	787	$	785	$	638	$	692	$	589	$	625

At September 30, ~~2016,~~2017, trading investments included ~~$351~~$268 million of debt securities and $224 million of equity securities held by consolidated sponsored investment funds accounted for as voting rights entities (“VREs”), $59 million of certain deferred compensation plan mutual fund investments and $32 million of other equity and debt securities.

~~At December 31, 2015, trading investments included $437 million of debt securities and $263~~$239 million of equity securities held by consolidated sponsored investment funds accounted for as VREs, ~~$65~~$54 million of certain deferred compensation plan mutual fund investments and ~~$20~~$131 million of other equity and debt securities.

~~A summary~~At December 31, 2016, trading investments included $246 million of ~~the carrying value~~debt securities and $219 million of equity securities held by consolidated sponsored investment funds accounted for as VREs, $59 million of certain deferred compensation plan mutual fund investments and $101 million of other ~~investments is as follows:~~equity and debt securities.

~~Equity method investments primarily include BlackRock’s direct investments in certain BlackRock sponsored investment funds.~~

In addition, the Company accounts for its interest in PennyMac Financial Services, Inc. (“PennyMac”) as an equity method investment. At September 30, ~~2016~~2017 and December 31, ~~2015~~2016 the Company’s investment in PennyMac was excluded from ~~the amounts~~investments in the table above and included in other assets on the condensed consolidated statements of financial condition. The carrying value and fair value of the Company’s interest (approximately 20% or 16 million shares and units) was approximately ~~$270~~$333 million and ~~$265~~$277 million, respectively, at September 30, ~~2016~~2017 and approximately ~~$222~~$301 million and ~~$239~~$259 million, respectively, at December 31, ~~2015.~~2016. The fair value of the Company’s interest reflected the PennyMac stock price at September 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively (a Level 1 input). The Company performed an other-than-temporary impairment analysis as of September 30, ~~2016~~2017 and determined the ~~decline~~difference in fair value below the carrying value to be temporary.

Cost method investments include nonmarketable securities, primarily FRB stock, which is held for regulatory purposes and is restricted from sale. At September 30, 2016 and December 31, 2015, 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.

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

	September 30,			December 31,			September 30,			December 31,
(in millions)	2016			2015			2017			2016
Cash and cash equivalents	$	60		$	100		$	73		$	53
Trading investments		575			700			507			465
Other assets		14			18			28			15
Other liabilities		(72	)		(77	)		(61	)		(50	)
Noncontrolling interests		(64	)		(125	)
Noncontrolling interests ("NCI")								(68	)		(39	)
BlackRock’s net interests in consolidated VREs	$	513		$	616		$	479		$	444

BlackRock’s total exposure to consolidated VREs represents the value of its economic ownership interest in these sponsored investment funds. Valuation changes associated with investments held at fair value by these consolidated VREs are reflected in nonoperating income (expense) and partially offset in net income (loss) attributable to noncontrolling interests for the portion not attributable to BlackRock.

The Company cannot readily access cash and cash equivalents held by consolidated VREs to use in its operating activities.

In the normal course of business, the Company is the manager of various types of sponsored investment vehicles, which may be considered ~~VIEs~~variable interest entities (“VIEs”). The Company 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’s involvement in financing the operations of the VIEs is generally limited to its investments in the entity. The Company consolidates entities when it is determined to be the primary beneficiary (“PB”).

Consolidated VIEs. The Company’s consolidated VIEs ~~as of September 30, 2016 and December 31, 2015~~ include certain sponsored investment funds in which BlackRock has an investment and as the investment manager is deemed to have both the power to direct the most significant activities of the funds and the right to receive benefits (or the obligation to absorb losses) that could potentially be significant to these sponsored investment funds. 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.

Consolidated VIE assets and liabilities are presented after intercompany eliminations ~~at September 30, 2016 and December 31, 2015~~ in the following table:

							September 30,			December 31,
(in millions)	September 30, 2016			December 31, 2015			2017			2016
Assets of consolidated VIEs:
Cash and cash equivalents	$	161		$	148		$	82		$	84
Investments		1,411			1,030			1,286			1,008
Other assets		183			67			46			63
Total investments and other assets		1,594			1,097			1,332			1,071
Liabilities of consolidated VIEs		(272	)		(177	)		(319	)		(216	)
Noncontrolling interests of consolidated VIEs		(593	)		(416	)
Noncontrolling interests								(307	)		(207	)
BlackRock's net interests in consolidated VIEs	$	890		$	652		$	788		$	732

~~The Company recorded a $19 million and a $34 million nonoperating net~~Net gain respectively, during the three and nine months ended September 30, 2016 related to consolidated VIEs. The net income attributable to noncontrolling interest was $1 million and the net loss attributable to noncontrolling interest was $2 million for the three and nine months ended September 30, 2016, respectively, related to consolidated VIEs.

The Company recorded a $14 million nonoperating net loss and a $2 million nonoperating net gain, respectively, during the three and nine months ended September 30, 2015 related to consolidated VIEs. The net loss attributable to noncontrolling interests(loss) related to consolidated VIEs ~~during~~is presented in the ~~three and nine months ended September 30, 2015 was $9 million and $2 million, respectively.~~following table:

Non-Consolidated VIEs. At September 30, ~~2016~~2017 and December 31, ~~2015,~~2016, the Company’s carrying value of assets and liabilities included on the condensed consolidated statements of financial condition pertaining to nonconsolidated VIEs and its maximum risk of loss related to VIEs for which it held a variable interest, but for which it was not the PB, was as follows:

(in millions)			Advisory Fee		Other Net Assets			Maximum
At September 30, 2016	Investments		Receivables		(Liabilities)			Risk of Loss⁽¹⁾
At September 30, 2017										Investments		Advisory Fee Receivables		Other Net Assets (Liabilities)			Maximum Risk of Loss⁽¹⁾
Sponsored investment products	$	121	$	7	$	(7	)	$	145	$	227	$	15	$	(7	)	$	259
At December 31, 2015
At December 31, 2016
Sponsored investment products	$	64	$	3	$	(7	)	$	84	$	171	$	9	$	(8	)	$	197

The net assets of sponsored investment products that are nonconsolidated VIEs approximated $3$5 billion and $4 billion at ~~both~~ September 30, ~~2016~~2017 and December 31, ~~2015.~~2016, respectively.

Assets and liabilities measured at fair value on a recurring basis and other assets not held at fair value

September 30, 2016	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs		Investments Measured at		Other Assets Not Held at		September 30,
September 30, 2017													Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs		Investments Measured at		Other Assets Not Held at		September 30,
(in millions)	(Level 1)		(Level 2)		(Level 3)		NAV⁽¹⁾		Fair Value⁽²⁾		2016		(Level 1)		(Level 2)		(Level 3)		NAV⁽¹⁾		Fair Value⁽²⁾		2017
Assets:
Investments
Available-for-sale:	$	13	$	48	$	24	$	—	$	—	$	85
Available-for-sale													$	8	$	73	$	23	$	—	$	—	$	104
Held-to-maturity securities		—		—		—		—		192		192		—		—		—		—		76		76
Trading:																						—
Deferred compensation plan mutual funds		59		—		—		—		—		59		54		—		—		—		—		54
Equity securities/Multi-asset mutual funds		248		—		—		—		—		248		353		—		—		—		—		353
Debt securities / fixed income mutual funds		2		352		5		—		—		359		1		282		2		—		—		285
Total trading		309		352		5		—		—		666		408		282		2		—		—		692
Other investments:
Equity method:
Equity and fixed income mutual funds		264		—		—		6		—		270		314		—		—		10		—		324
Other		—		—		—		385		8		393		—		—		—		608		12		620
Total equity method		264		—		—		391		8		663		314		—		—		618		12		944
Deferred compensation plan equity method investments		—		—		—		8		—		8
Cost method investments		—		—		—		—		91		91		—		—		—		—		92		92
Carried interest		—		—		—		—		26		26		—		—		—		—		20		20
Total investments		586		400		29		399		317		1,731		730		355		25		618		200		1,928
Separate account assets		110,510		41,917		—		—		903		153,330		112,957		34,268		—		—		713		147,938
Separate account collateral held under securities lending agreements:
Equity securities		23,181		—		—		—		—		23,181		19,093		—		—		—		—		19,093
Debt securities		—		6,658		—		—		—		6,658		—		8,338		—		—		—		8,338
Total separate account collateral held under securities lending agreements		23,181		6,658		—		—		—		29,839		19,093		8,338		—		—		—		27,431
Investments of consolidated VIEs:
Private / public equity⁽³⁾		7		2		194		109		—		312		5		3		114		69		83		274
Equity securities		472		—		—		—		—		472		338		—		—		—		—		338
Debt securities		—		476		—		—		—		476		—		350		—		—		—		350
Other		—		—		—		69		—		69		—		—		—		64		—		64
Carried interest		—		—		—		—		82		82		—		—		—		—		260		260
Total investments of consolidated VIEs		479		478		194		178		82		1,411		343		353		114		133		343		1,286
Total	$	134,756	$	49,453	$	223	$	577	$	1,302	$	186,311	$	133,123	$	43,314	$	139	$	751	$	1,256	$	178,583
Liabilities:
Separate account collateral liabilities under securities lending agreements	$	110,510	$	41,917	$	—	$	—	$	903	$	153,330	$	19,093	$	8,338	$	—	$	—	$	—	$	27,431
Other liabilities⁽⁴⁾		—		7		118		—		—		125		—		7		228		—		—		235
Total	$	110,510	$	41,924	$	118	$	—	$	903	$	153,455	$	19,093	$	8,345	$	228	$	—	$	—	$	27,666

Assets and liabilities measured at fair value on a recurring basis and other assets not held at fair value

December 31, 2015 (in millions)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Investments Measured at NAV⁽¹⁾		Other Assets Not Held at Fair Value⁽²⁾		December 31, 2015
December 31, 2016 (in millions)													Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Investments Measured at NAV⁽¹⁾		Other Assets Not Held at Fair Value⁽²⁾		December 31, 2016
Assets:
Investments
Available-for-sale	$	19	$	2	$	23	$	—	$	—	$	44	$	7	$	49	$	24	$	—	$	—	$	80
Held-to-maturity securities		—		—		—		—		108		108		—		—		—		—		51		51
Trading:
Deferred compensation plan mutual funds		65		—		—		—		—		65		59		—		—		—		—		59
Equity/Multi-asset mutual funds		278		—		—		—		—		278		308		—		—		—		—		308
Debt securities / fixed income mutual funds		2		438		2		—		—		442		1		250		7		—		—		258
Total trading		345		438		2		—		—		785		368		250		7		—		—		625
Other investments:
Equity method:
Equity and fixed income mutual funds		73		—		—		30		—		103		323		—		—		5		—		328
Other		—		—		—		400		10		410		—		—		—		394		8		402
Total equity method		73		—		—		430		10		513		323		—		—		399		8		730
Deferred compensation plan equity method investments		—		—		—		14		—		14
Cost method investments		—		—		—		—		95		95		—		—		—		—		91		91
Carried interest		—		—		—		—		19		19		—		—		—		—		18		18
Total investments		437		440		25		444		232		1,578		698		299		31		399		168		1,595
Separate account assets		109,761		40,152		—		—		938		150,851		109,663		38,542		—		—		884		149,089
Separate account collateral held under securities lending agreements:
Equity securities		26,062		—		—		—		—		26,062		22,173		—		—		—		—		22,173
Debt securities		—		5,274		—		—		—		5,274		—		5,619		—		—		—		5,619
Total separate account collateral held under securities lending agreements		26,062		5,274		—		—		—		31,336		22,173		5,619		—		—		—		27,792
Investments of consolidated VIEs:
Private / public equity⁽³⁾		6		4		196		145		—		351		3		2		112		89		79		285
Equity securities		298		—		—		—		—		298		278		—		—		—		—		278
Debt securities		—		242		—		—		—		242		—		274		—		—		—		274
Other		—		—		—		58		—		58		—		—		—		63		—		63
Carried interest		—		—		—		—		81		81		—		—		—		—		108		108
Total investments of consolidated VIEs		304		246		196		203		81		1,030		281		276		112		152		187		1,008
Total	$	136,564	$	46,112	$	221	$	647	$	1,251	$	184,795	$	132,815	$	44,736	$	143	$	551	$	1,239	$	179,484
Liabilities:
Separate account collateral liabilities under securities lending agreements	$	26,062	$	5,274	$	—	$	—	$	—	$	31,336	$	22,173	$	5,619	$	—	$	—	$	—	$	27,792
Other liabilities⁽⁴⁾		—		6		48		—		—		54		—		7		115		—		—		122
Total	$	26,062	$	5,280	$	48	$	—	$	—	$	31,390	$	22,173	$	5,626	$	115	$	—	$	—	$	27,914

Level 3 Assets. Level 3 investments of consolidated VIEs of ~~$194~~$114 million and ~~$196~~$112 million at September 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively, related to direct investments in private equity companies held by consolidated private equity funds.

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 investments 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 investments utilizing the market-comparable valuation technique, a significant increase (decrease) in the EBITDA multiple in isolation could result in a significantly higher (lower) fair value measurement.

Level 3 assets may include investments in CLOs ~~and bonds~~ valued based on single-broker nonbinding quotes and direct private equity investments valued using the market approach or the income approach as described above.

Level 3 Liabilities. Level 3 other liabilities primarily include recorded contingent liabilities related to certain acquisitions, which were valued based upon discounted cash flow analyses using unobservable market data inputs.

Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for the Three Months Ended September 30, 2017

(in millions)	June 30, 2017		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, 2017		Total Net Unrealized Gains (Losses) Included in Earnings⁽²⁾
Assets:
Investments:
Available-for-sale securities⁽³⁾	$	23	$	—		$	—	$	—	$	—	$	—	$	—		$	23
Trading		4		—			—		—		—		—		(2	)		2
Total investments		27		—			—		—		—		—		(2	)		25
Assets of consolidated VIEs - Private equity		113		1			—		—		—		—		—			114	$	1
Total Level 3 assets	$	140	$	1		$	—	$	—	$	—	$	—	$	(2	)	$	139
Liabilities:
Other liabilities⁽⁴⁾	$	218	$	(7	)	$	—	$	—	$	3	$	—	$	—		$	228	$	(7	)

⁽¹⁾ Issuance and other settlements amount includes a contingent liability of $9 million in connection with the acquisition of Cachematrix in July 2017 (“Cachematrix Transaction”) and a contingent liability payment in connection with a prior acquisition.

Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for the Nine Months Ended September 30, 2017

(in millions)	December 31, 2016		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⁽²⁾			September 30, 2017		Total Net Unrealized Gains (Losses) Included in Earnings⁽³⁾
Assets:
Investments:
Available-for-sale securities⁽⁴⁾	$	24	$	—		$	23	$	—	$	—	$	—	$	(24	)	$	23
Trading		7		—			4		—		—		—		(9	)		2
Total investments		31		—			27		—		—		—		(33	)		25
Assets of consolidated VIEs - Private equity		112		2			—				—		—		—			114	$	2
Total Level 3 assets	$	143	$	2		$	27	$	—	$	—	$	—	$	(33	)	$	139
Liabilities:
Other liabilities⁽⁵⁾	$	115	$	(2	)	$	—	$	—	$	111	$	—	$	—		$	228	$	(2	)

⁽¹⁾ Issuance and other settlements amount includes $120 million and $9 million of contingent liabilities in connection with the acquisition of the equity infrastructure franchise of First Reserve in June 2017 (“First Reserve Transaction”) and the Cachematrix Transaction, respectively, and contingent liability payments in connection with certain prior acquisitions.

⁽²⁾ Amounts include transfers out of Level 3 due to availability of observable market inputs from pricing vendors.

⁽³⁾ Earnings attributable to the change in unrealized gains (losses) relating to assets and liabilities still held at the reporting date.

Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for the Three Months Ended September 30, 2016

(in millions)	June 30, 2016		Realized and Unrealized Gains (Losses) in Earnings and OCI			Purchases		Sales and Maturities			Issuances and other Settlements			Transfers into Level 3		Transfers out of Level 3		September 30, 2016		Total Net Unrealized Gains (Losses) Included in Earnings⁽¹⁾			June 30, 2016		Realized and Unrealized Gains (Losses) in Earnings and OCI			Purchases		Sales and Maturities			Issuances and other Settlements			Transfers into Level 3		Transfers out of Level 3		September 30, 2016		Total Net Unrealized Gains (Losses) Included in Earnings⁽¹⁾
Assets:
Investments:
Available-for-sale securities⁽²⁾	$	—	$	—		$	24	$	—		$	—		$	—	$	—	$	24				$	—	$	—		$	24	$	—		$	—		$	—	$	—	$	24
Trading		3		—			2		—			—			—		—		5					3		—			2		—			—			—		—		5
Total investments		3		—			26		—			—			—		—		29					3		—			26		—			—			—		—		29
Assets of consolidated VIEs - Private equity		189		11			—		(6	)		—			—		—		194	$	11			189		11			—		(6	)		—			—		—		194	$	11
Total Level 3 assets	$	192	$	11		$	26	$	(6	)	$	—		$	—	$	—	$	223				$	192	$	11		$	26	$	(6	)	$	—		$	—	$	—	$	223
Liabilities:
Other liabilities⁽³⁾	$	121	$	(2	)	$	—	$	—		$	(5	)	$	—	$	—	$	118	$	(2	)	$	121	$	(2	)	$	—	$	—		$	(5	)	$	—	$	—	$	118	$	(2	)

Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for the Nine Months Ended September 30, 2016

	December 31,		Realized and Unrealized Gains (Losses) in Earnings				Sales and			Issuances and other		Transfers into		Transfers out of			September 30,		Total Net Unrealized Gains (Losses) Included in
(in millions)	2015		and OCI		Purchases		Maturities			Settlements⁽¹⁾		Level 3		Level 3			2016		Earnings⁽²⁾
Assets:
Investments
Available-for-sale securities⁽³⁾	$	23	$	—	$	47	$	—		$	—	$	—	$	(46	)	$	24
Trading		2		—		6		—			—		—		(3	)		5
Total investments		25		—		53		—			—		—		(49	)		29
Assets of consolidated VIEs - Private equity		196		13		—		(15	)		—		—		—			194	$	13
Total Level 3 assets	$	221	$	13	$	53	$	(15	)	$	—	$	—	$	(49	)	$	223
Liabilities:
Other liabilities⁽⁴⁾	$	48	$	—	$	—	$	—		$	70	$	—	$	—		$	118	$	—

(in millions)

December 31, 2015

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, 2016

Total Net
Unrealized
Gains (Losses)
Included in
Earnings⁽²⁾

Assets:

Investments:

Available-for-sale securities⁽³⁾

$
23

$
—

$
47

$
—

$
—

$
—

$
(46
)

$
24

Trading

2

—

6

—

—

—

(3
)

5

Total investments

25

—

53

—

—

—

(49
)

29

Assets of consolidated VIEs - Private equity

196

13

—

(15
)

—

—

—

194

$
13

Total Level 3 assets

$
221

$
13

$
53

$
(15
)

$
—

$
—

$
(49
)

$
223

Liabilities:

Other liabilities⁽⁴⁾

$
48

$
—

$
—

$
—

$
70

$
—

$
—

$
118

$
—

⁽¹⁾ Issuances and other settlements amount includes a contingent liability related to the BofA^® Global Capital Management transaction in April 2016.

~~Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for the Three Months Ended September 30, 2015~~

~~Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for the Nine Months Ended September 30, 2015~~

December 31,

Realized
and
Unrealized
Gains
(Losses) in
Earnings

Sales and

Issuances and
other

Transfers
into

Transfers
out of

September 30,

Total Net
Unrealized
Gains (Losses)
Included in

(in millions)

2014

and OCI

Purchases

Maturities

Settlements⁽¹⁾

Level 3

Level 3

2015

Earnings⁽³⁾

Assets:

Investments

Consolidated sponsored
investment funds - Private Equity

$
80

$
—

$
—

$
—

$
(80
)

$
—

$
—

$
—

Assets of consolidated VIEs:

Bank loans

302

—

—

—

(302
)

—

—

—

Bonds

18

—

—

—

(18
)

—

—

—

Private equity

—

13

79

—

80

—

—

172

$
13

Total Level 3 assets of
consolidated VIEs

320

13

79

—

(240
)

—

—

172

Total Level 3 assets

$
400

$
13

$
79

$
—

$
(320
)

$
—

$
—

$
172

Liabilities:

Borrowings of consolidated VIEs

$
3,389

$
—

$
—

$
—

$
(3,389
)

$
—

$
—

$
—

Other liabilities⁽²⁾

39

1

—

—

(1
)

—

—

37

$
1

Total Level 3 liabilities

$
3,428

$
1

$
—

$
—

$
(3,390
)

$
—

$
—

$
37

⁽¹⁾ ~~Amounts primarily include the consolidation (deconsolidation) of VIEs due to the adoption of ASU 2015-02,~~ ~~Consolidation: Amendments to the Consolidation Analysis, (“ASU 2015-12”). See Note 2,~~ ~~Significant Accounting Policies, in the 2015 10-K for further information on ASU 2015-02.~~

⁽²⁾ ~~Other liabilities amount includes contingent liabilities related to certain acquisitions.~~

⁽³⁾ ~~Earnings attributable to the change in unrealized gains (losses) relating to assets and liabilities still held at the reporting date.~~

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 nonoperating income (expense) on the condensed consolidated statements of income. A portion of net income (loss) for consolidated sponsored investment funds 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 carrying value of certain equity method investments no longer represents fair value as determined under valuation methodologies.

Disclosures of Fair Value for Financial Instruments Not Held at Fair Value. At September 30, ~~2016~~2017 and December 31, ~~2015,~~2016, the fair value of the Company’s financial instruments not held at fair value are categorized in the table below:

	September 30, 2016				December 31, 2015						September 30, 2017				December 31, 2016
(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	$	5,454	$	5,454	$	6,083	$	6,083	Level 1	^(1),(2)	$	6,165	$	6,165	$	6,091	$	6,091	Level 1	^{(1) (2)}
Accounts receivable		2,601		2,601		2,237		2,237	Level 1	⁽³⁾		3,183		3,183		2,350		2,350	Level 1	⁽³⁾
Cash and cash equivalents of consolidated VIEs		161		161		148		148	Level 1	^(1),(2)		82		82		84		84	Level 1	^{(1) (2)}
Other assets												62		62		25		25	Level 1	^{(1) (4)}

Financial Liabilities:
Accounts payable and accrued liabilities		1,354		1,354		1,068		1,068	Level 1	⁽³⁾		1,652		1,652		1,094		1,094	Level 1	⁽³⁾
Long-term borrowings		4,961		5,403		4,930		5,223	Level 2	⁽⁴⁾		5,000		5,248		4,915		5,165	Level 2	⁽⁵⁾

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 uses NAV as the fair 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 equivalent).

September 30, 2017

(in millions)

Ref

Fair Value

Total

Unfunded

Commitments

Redemption

Frequency

Redemption

Notice Period

Ref

Fair Value

Total

Unfunded

Commitments

Redemption

Frequency

Redemption

Notice Period

Equity method:⁽¹⁾

Hedge funds/funds of hedge funds

(a)

217

Daily/Monthly (22%)

Quarterly (52%)

N/R (26%)

30 – 90 days

(a)

249

Daily/Monthly (19%)

Quarterly (55%)

N/R (26%)

1 – 90 days

Private equity funds

(b)

N/R

(b)

N/R

Real assets funds

(c)

Quarterly (25%)

N/R (75%)

60 days

(c)

265

111

Quarterly (85%)

N/R (15%)

60 days

Other

(d)

Daily/Monthly (68%)

N/R (32%)

3 – 5 days

Daily/Monthly (66%)

N/R (34%)

3 – 5 days

Consolidated VIEs:

Private equity funds of funds

(e)

145

N/R

(d)

N/R

Hedge fund

(a)

—

Quarterly

90 days

(a)

—

Quarterly

90 days

Real assets funds

(c)

N/R

Total

647

152

751

332

December 31, 2016

(in millions)

Ref

Fair Value

Total

Unfunded

Commitments

Redemption

Frequency

Redemption

Notice Period

Equity method:⁽¹⁾

Hedge funds/funds of hedge funds

(a)

237

Daily/Monthly (21%)

Quarterly (51%)

N/R (28%)

1 – 90 days

Private equity funds

(b)

N/R

Real assets funds

(c)

Quarterly (41%)

N/R (59%)

60 days

Other

Daily/Monthly (42%)

N/R (58%)

3 – 5 days

Consolidated VIEs:

Private equity funds of funds

(d)

N/R

Hedge fund

(a)

—

Quarterly

90 days

Real assets funds

(c)

N/R

Total

551

157

^(e)(d) 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 five years at both September 30, ~~2016~~2017 and December 31, ~~2015.~~2016. The total remaining unfunded commitments to other third-party funds were ~~$17~~$20 million and $16 million at September 30, ~~2016~~2017 and ~~$19 million at~~ December 31, ~~2015.~~2016, respectively. The Company had contractual obligations to the consolidated funds of $24 million at both September 30, ~~2016~~2017 and ~~$31 million at~~ December 31, ~~2015.~~2016.

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 September 30, 2017, the Company had outstanding total return swaps with aggregate notional values of approximately $538 million. At December 31, 2016, the Company had outstanding total return swaps and interest rate swaps with aggregate notional values of approximately ~~$478~~$572 million and ~~$48 million, respectively. At December 31, 2015, the Company had outstanding total return swaps and interest rate swaps with aggregate notional values of approximately $360 million and $46~~$42 million, respectively.

Gains (losses) on the total return swaps are recorded in nonoperating income (expense) and were ~~$(25)~~$(26) million and ~~$(33)~~$(90) million for the three and nine months ended September 30, 2017, respectively, and $(25) million and $(33) million for the three and nine months ended September 30, 2016, respectively. ~~Gains (losses) on total return swaps were $35 million and $26 million for the three and nine months ended September 30, 2015, respectively.~~

Gains (losses) on the interest rate swaps are recorded in nonoperating income (expense) and were not material ~~to the condensed consolidated statements of income~~ for the three and nine months ended September 30, ~~2016~~2017 and ~~2015.~~2016.

The Company has entered into a derivative 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 derivative at fair value based on the expected discounted future cash outflows under the arrangement.

The Company executes forward foreign currency exchange contracts to mitigate the risk of certain foreign exchange movements. At September 30, ~~2016~~2017 and December 31, ~~2015,~~2016, the Company had outstanding forward foreign currency exchange contracts with aggregate notional values of approximately ~~$121 million~~$1.3 billion and ~~$169~~$107 million, respectively.

Gains (losses) on the forward foreign currency exchange contracts are recorded in other general and administration expense and were ~~not material to the condensed consolidated statements of income~~$29 million and $58 million for the three and nine months ended September 30, ~~2016~~2017, respectively. Gains (losses) on the forward foreign currency exchange contracts were not material for the three and ~~2015.~~nine months ended September 30, 2016.

The Company consolidates certain sponsored investment funds, which may utilize derivative instruments as a part of the funds’ investment strategies. The change in fair value of such derivatives, which is recorded in nonoperating income (expense), was not material for the three and nine months ended September 30, ~~2016~~2017 and ~~2015.~~2016.

The fair value of the outstanding derivatives mentioned above were not material ~~to the condensed consolidated statements of financial condition~~ at September 30, ~~2016~~2017 and December 31, ~~2015.~~2016.

See Note 12, Borrowings, in the ~~2015~~2016 Form 10-K for more information on the Company’s net investment hedge.

Goodwill activity during the nine months ended September 30, ~~2016~~2017 was as follows:

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

~~In connection with the BofA~~⁽¹⁾~~Global Capital Management transaction, the Company acquired $70 million of indefinite-lived management contracts and $20~~ The amount represents $110 million of finite-lived ~~management contracts~~assets related to the First Reserve Transaction and $4 million of finite-lived assets related to the Cachematrix Transaction with a ~~weighted-average~~weighted average estimated life of approximately nine and 10 ~~years.~~

~~2016~~2017 Revolving Credit Facility. The Company’s credit facility has an aggregate commitment amount of $4.0 billion and was amended in April ~~2016~~2017 to extend the maturity date to ~~March 2021~~April 2022 (the ~~“2016~~“2017 credit facility”). The ~~2016~~2017 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 ~~2016~~2017 credit facility to an aggregate principal amount not to exceed $5.0 billion. Interest on borrowings outstanding accrues at a rate based on the applicable London Interbank Offered Rate plus a spread. The ~~2016~~2017 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 September 30, ~~2016.~~2017. The ~~2016~~2017 credit facility provides back-up liquidity to fund ongoing working capital for general corporate purposes and various investment opportunities. At September 30, ~~2016,~~2017, the Company had no amount outstanding under the ~~2016~~2017 credit facility.

Commercial Paper Program. The Company can issue unsecured commercial paper notes (the “CP Notes”) on a private-placement basis up to a maximum aggregate amount outstanding at any time of $4.0 billion. The commercial paper program is currently supported by the ~~2016~~2017 credit facility. At September 30, ~~2016,~~2017, BlackRock had no CP Notes outstanding.

The carrying value and fair value of long-term borrowings estimated using market prices and foreign exchange rates at September 30, ~~2016~~2017 included the following:

(in millions)	Maturity Amount		Unamortized Discount and Debt Issuance Costs			Carrying Value		Fair Value		Maturity Amount		Unamortized Discount and Debt Issuance Costs			Carrying Value		Fair Value
6.25% Notes due 2017	$	700	$	(1	)	$	699	$	734
5.00% Notes due 2019		1,000		(3	)		997		1,109	$	1,000	$	(1	)	$	999	$	1,067
4.25% Notes due 2021		750		(4	)		746		834		750		(4	)		746		802
3.375% Notes due 2022		750		(4	)		746		810		750		(4	)		746		781
3.50% Notes due 2024		1,000		(8	)		992		1,095		1,000		(6	)		994		1,044
1.25% Notes due 2025		787		(6	)		781		821		828		(6	)		822		846
3.20% Notes due 2027											700		(7	)		693		708
Total Long-term Borrowings	$	4,987	$	(26	)	$	4,961	$	5,403	$	5,028	$	(28	)	$	5,000	$	5,248

Long-term borrowings at December 31, ~~2015~~2016 had a carrying value of $4.9 billion and a fair value of $5.2 billion determined using market prices at the end of December ~~2015.~~ 2016.

2027 Notes. In March 2017, the Company issued $700 million in aggregate principal amount of 3.20% senior unsecured and unsubordinated notes maturing on March 15, 2027 (the “2027 Notes”). Interest is payable semi-annually on March 15 and September 15 of each year, commencing September 15, 2017, and is approximately $22 million per year. The 2027 Notes may be redeemed prior to maturity at any time in whole or in part at the option of the Company at a “make-whole” redemption price. The unamortized discount and debt issuance costs are being amortized over the remaining term of the 2027 Notes.

In April 2017, the net proceeds of the 2027 Notes were used to fully repay $700 million in aggregate principal amount outstanding of 6.25% notes prior to their maturity in September 2017.

See Note 12, Borrowings, in the ~~2015~~2016 Form 10-K for more information regarding the Company’s borrowings.

Investment Commitments. At September 30, ~~2016,~~2017, the Company had ~~$194~~$328 million of various capital commitments to fund sponsored investment funds, including consolidated VIEs. These funds include private equity funds, real assets funds and opportunistic 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. ~~In addition to the capital commitments of $194 million, the Company had approximately $12 million of contingent commitments for certain funds which have investment periods that have expired.~~ Generally, the timing of the funding of these commitments is unknown and the commitments are callable on demand at any time prior to the 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 that 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.

Lease Commitment.In May 2017, the Company entered into an agreement with 50 HYMC Owner LLC, for the lease of approximately 847,000 square feet of office space located at 50 Hudson Yards, New York, New York. The term of the lease is twenty years from the date that rental payments begin, expected to occur in May 2023, with the option to renew for a specified term.

Future minimum commitments of annual base rental payments under this operating lease are as follows:

Contingent Payments Related to Business Acquisitions. In connection with certain acquisitions, BlackRock is required to make contingent payments, subject to achieving specified performance targets, which may include revenue related to acquired contracts or new capital commitments for certain products. The fair value of the remaining aggregate contingent payments at September 30, ~~2016~~2017 totaled ~~$118~~$228 million, including ~~$76~~$125 million related to the ~~BofA Global Capital Management transaction,~~First Reserve Transaction, and is included in other liabilities on the condensed consolidated ~~statement~~statements of financial condition.

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

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, BlackRock advised investment portfolios may be subject to lawsuits, any of which potentially could harm the investment returns of the applicable portfolio or result in the Company being liable to the portfolios for any resulting damages.

District Court for the District of New Jersey against BlackRock Advisors, LLC, BlackRock Investment Management, LLC and BlackRock International Limited ~~(collectively, the “Defendants”)~~ under the caption In re BlackRock Mutual Funds Advisory Fee Litigation. The Consolidated Complaint, which purports to be brought derivatively on behalf of the Funds, alleges that the ~~Defendants~~defendants violated Section 36(b) of the Investment Company Act by receiving allegedly excessive investment advisory fees from the Funds. On February 24, 2015, the same plaintiffs filed another complaint in the same court against BlackRock Investment Management, LLC and BlackRock Advisors, LLC. The allegations and legal claims in both complaints are substantially similar, with the new complaint purporting to challenge fees received by ~~Defendants~~defendants after the plaintiffs filed their prior complaint. Both complaints seek, among other things, to recover on behalf of the Funds all allegedly excessive advisory fees received by ~~Defendants~~defendants in the twelve month period preceding the start of each lawsuit, along with purported lost investment returns on those amounts, plus interest. ~~On March 25, 2015, Defendants’ motion to dismiss the Consolidated Complaint was denied.~~ The ~~Defendants~~defendants believe the claims in both lawsuits are without merit and intend to vigorously defend the actions. On September 25, 2017, the defendants filed a motion for summary judgment to dismiss the lawsuit.

16, 2015 collapse of a balcony at the Library Gardens apartment complex in Berkeley, California (the “Property”). The Property is indirectly owned by the Granite Fund, which is managed by BRA. The plaintiffs also named as defendants in the lawsuits Greystar, which ~~is the property manager of~~manages the Property, and certain other non-BlackRock related entities, including the developer of the Property, building contractors and building materials suppliers. The plaintiffs allege, among other things, that the BlackRock Parties were negligent in their ownership, control and maintenance of the Property’s balcony, and seek monetary, including punitive, damages. Additionally, on March 16, 2016, three former tenants of the Library Gardens apartment unit that experienced the balcony collapse sued the BlackRock Parties. The former tenants, who witnessed (but were not physically injured in) the accident make allegations virtually identical to those in the other previously filed actions and claim that, as a result of the collapse, they suffered unspecified emotional damage. Several defendants ~~have~~ also filed cross-complaints alleging a variety of claims, including claims against the BlackRock Parties for contribution, negligence, and declaratory relief. BlackRock, Inc. believes the claims against it are without merit and intends to vigorously defend the actions. A trial on all claims is scheduled to begin on February 5, 2018.

On June 16, 2016, iShares Trust, BlackRock, Inc. and certain of its advisory affiliates, and the directors and certain officers of the iShares ETFs were named as defendants in a purported class action lawsuit filed in California state court. The lawsuit was filed by investors in certain iShares ETFs (the "ETFs"), and alleges the defendants violated the federal securities laws, purportedly by failing to adequately disclose in prospectuses issued by the ETFs the risks to the ETFs’ shareholders in the event of a "flash crash." Plaintiffs seek unspecified monetary damages. The Plaintiffs’ complaint was dismissed in December 2016 and on January 6, 2017, plaintiffs filed an amended complaint. The defendants filed a motion for judgment on the pleadings dismissing that complaint. On September 18, 2017, the court dismissed the lawsuit.

On April 5, 2017, BlackRock, Inc., BlackRock Institutional Trust Company, N.A. (“BTC”), the BlackRock, Inc. Retirement Committee and various sub-committees, and a BlackRock employee were named as defendants in a purported class action lawsuit brought in the U.S. District Court for the Northern District of California by a former employee on behalf of all BlackRock employee 401(k) Plan (the “Plan”) participants and beneficiaries in the Plan from April 5, 2011, to the present. The lawsuit generally alleges that the defendants breached their duties towards Plan participants in violation of the Employee Retirement Income Security Act of 1974 by, among other things, offering investment options that were overly expensive, underperformed peer funds, focused disproportionately on active versus passive strategies, and were unduly concentrated with investment options managed by BlackRock. While the complaint does not contain any specific amount in alleged damages, it claims that the purported underperformance and hidden fees cost Plan participants more than $60 million. On October 10, 2017, the plaintiffs filed an Amended Complaint, which, among other things, adds as defendants certain current and former members of the BlackRock Retirement and Investment Committees. The Amended Complaint also includes a new purported class claim on behalf of investors in certain Collective Trust Funds (“CTFs”) managed by BTC. Specifically, the plaintiffs allege that BTC exercised fiduciary authority over its compensation for securities lending services to the CTFs. The defendants believe the claims in this lawsuit are without merit and intend to vigorously defend the action.

Management, after consultation with legal counsel, currently does not anticipate that the aggregate liability 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 the likelihood of any liability is considered remote. Consequently, no liability has been recorded on the condensed consolidated statements of financial condition.

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 September 30, ~~2016,~~2017, the Company indemnified certain of its clients for their securities lending loan balances of approximately ~~$171.8~~$197.6 billion. The Company held, as agent, cash and securities totaling ~~$182.5~~$210.6 billion as collateral for indemnified securities on loan at September 30, ~~2016.~~2017. The fair value of these indemnifications was not material at September 30, ~~2016.~~2017.

Restricted stock and restricted stock units (“RSUs”) activity for the nine months ended September 30, ~~2016~~2017 is summarized ~~below:~~below.

Outstanding at	Restricted Stock and RSUs			Weighted- Average Grant Date Fair Value		Restricted Stock and RSUs			Weighted- Average Grant Date Fair Value
December 31, 2015		3,067,737		$	308.42
December 31, 2016							2,987,588		$	318.04
Granted		1,433,207		$	298.90		1,061,915		$	377.36
Converted		(1,408,438	)	$	282.19		(1,363,701	)	$	320.27
Forfeited		(54,915	)	$	314.88		(39,164	)	$	338.57
September 30, 2016⁽¹⁾		3,037,591		$	315.98
September 30, 2017⁽¹⁾							2,646,638		$	340.39

In ~~the first quarter of 2016,~~January 2017, the Company granted ~~1,030,964~~699,991 RSUs or shares of restricted stock to employees as part of ~~2015~~2016 annual incentive compensation that vest ratably over three years from the date of grant and ~~303,587~~277,313 RSUs or shares of restricted stock to employees that cliff vest 100% on January 31, ~~2019.~~2020. The Company values restricted stock and RSUs at their grant-date fair value as measured by BlackRock’s common stock price. The total fair market value of ~~RSUs~~RSUs/restricted stock granted to employees during the nine months ended September 30, ~~2016~~2017 was ~~$428 million at time of grant.~~$401 million.

At September 30, ~~2016,~~2017, the intrinsic value of outstanding RSUs was ~~$1.1~~$1.2 billion, reflecting a closing stock price of ~~$362.46.~~$447.09.

At September 30, ~~2016,~~2017, total unrecognized stock-based compensation expense related to unvested RSUs was ~~$378~~$351 million. The unrecognized compensation cost is expected to be recognized over the remaining weighted-average period of ~~1.2~~1.1 years.

Performance-based RSU activity for the nine months ended September 30, 2017 is summarized below.

In January 2017, the Company granted 293,385 performance-based RSUs to certain employees that cliff vest 100% on January 31, 2020. These awards are amortized over a service period of three years. The number of shares distributed at vesting could be higher or lower than the original grant based on the level of attainment of predetermined Company performance measures.

The Company values performance-based RSUs at their grant-date fair value as measured by BlackRock’s common stock price. The total grant-date fair market value of performance-based RSUs granted to employees during the nine months ended September 30, 2017 was $111 million.

At September 30, 2017, the intrinsic value of outstanding performance-based RSUs was $404 million, reflecting a closing stock price of $447.09.

At September 30, 2017, total unrecognized stock-based compensation expense related to unvested performance-based awards was $137 million. The unrecognized compensation cost is expected to be recognized over the remaining weighted-average period of 1.4 years.

Market ~~Performance-based~~performance-based RSUs activity for the nine months ended September 30, ~~2016~~2017 is summarized ~~below:~~below.

⁽¹⁾ The market performance-based RSUs require that separate 15%, 25% and 35% share price appreciation targets be achieved during the six-year term of the awards. The awards are split into three tranches and each tranche may vest if the specified target increase in share price is met. At September 30, ~~2016,~~2017, approximately ~~0.7~~0.3 million awards are expected to ~~vest and an immaterial amount of awards have vested and have not been converted.~~

~~At September 30, 2016, the intrinsic value of outstanding market performance-based RSUs was $294 million reflecting a closing stock price of $362.46.~~vest.

See Note 14, Stock-Based Compensation, in the ~~2015~~2016 Form 10-K for more information on market performance-based RSUs.

At September 30, ~~2016,~~2017, the intrinsic value of outstanding market performance-based RSUs was $128 million reflecting a closing stock price of $447.09.

At September 30, 2017, total unrecognized stock-based compensation expense related to unvested market performance-based awards was ~~$22~~$4 million. The unrecognized compensation cost is expected to be recognized over the remaining weighted-average period of less than one year.

~~Performance-based RSU activity for the nine months ended September 30, 2016 is summarized below:~~

In the first quarter of 2016, the Company granted 375,242 performance-based RSUs to certain employees that cliff vest 100% on January 31, 2019. These awards are amortized over a service period of three years. The number of shares distributed at vesting could be higher or lower than the original grant based on the level of attainment of predetermined Company performance measures.

At September 30, 2016, total unrecognized stock-based compensation expense related to unvested performance-based awards was $114 million. The unrecognized compensation cost is expected to be recognized over the remaining weighted-average period of 1.9 years.

~~At September 30, 2016, the intrinsic value of outstanding performance-based RSUs was $225 million reflecting a closing stock price of $362.46.~~

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”)., including performance-based and market performance-based RSUs. The current share surrender agreement commits PNC to provide BlackRock Series C nonvoting participating preferred stock to fund the remaining committed shares. As of September 30, ~~2016, 3.2~~2017, 3.8 million shares had been surrendered by PNC.

At September 30, ~~2016,~~2017, the remaining shares committed by PNC of ~~0.8~~0.2 million were available to fund certain future long-term incentive awards.

~~Stock Options.~~ ~~Stock option activity for the nine months ended September 30, 2016 is summarized below:~~

~~The aggregate intrinsic value of options exercised during the nine months ended September 30, 2016 was $30 million.~~

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~~. At September 30, ~~2016,~~2017, the Company was required to maintain approximately ~~$1.3~~$1.7 billion in net capital in certain regulated subsidiaries, including BlackRock Institutional Trust Company, N.A. (a wholly owned subsidiary of the Company that is chartered as a national bank whose powers are limited to trust and other fiduciary 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. The Company was in compliance with all applicable regulatory net capital requirements.

The following tables present changes in accumulated other comprehensive income (loss) ~~(“AOCI”)~~ by component for the three and nine months ended September 30, ~~2016~~2017 and ~~2015:~~2016:

⁽²⁾ Other includes amounts related to benefit plans and available-for-sale investments.

⁽¹⁾ ~~All amounts are net of tax. The tax benefit (expense) was not material~~Amount for the three and nine months ended September 30, ~~2015.~~

⁽²⁾ ~~Amounts for the three months ended September 30, 2015 include losses from~~2016 includes a ~~net investment hedge of $2 million. Amount for the nine months ended September 30, 2015 included gains~~loss from a net investment hedge of $5 million ~~net~~(net of a tax benefit of $4 ~~million.~~million) and $16 million (net of a tax benefit of $10 million), respectively.

⁽²⁾ Other includes amounts related to benefit plans and available-for-sale investments.

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

	September 30,		December 31,		September 30,		December 31,
	2016		2015		2017		2016
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⁽¹⁾		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⁾		763,660		1,311,887		246,522		763,660
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 Repurchases. The Company repurchased ~~2.4~~2.1 million common shares in ~~open-market~~open market transactions under the share repurchase program for approximately ~~$850~~$825 million during the nine months ended September 30, ~~2016.~~2017. At September 30, ~~2016,~~2017, there were ~~3.8~~6.9 million shares still authorized to be repurchased.

PNC Capital Contribution. During the three months ended March 31, ~~2016,~~2017, PNC surrendered to BlackRock ~~548,227~~517,138 shares of BlackRock Series C Preferred to fund certain LTIP awards.

A restructuring charge of $76 million ($53 million after-tax), comprised of $44 million of severance and $32 million of expense related to the accelerated amortization of previously granted deferred cash and equity compensation awards, was recorded in the first quarter of 2016 in connection with a project to streamline and simplify the organization.

~~The following table presents a rollforward of the Company’s~~There was no restructuring liability ~~for the nine months ended~~outstanding at September 30, ~~2016, which is included within other liabilities on the condensed consolidated statements of financial condition:~~

The three and nine months ended September 30, 2016 income tax expense included a $26 million net noncash tax benefit, primarily related to the revaluation of certain deferred income tax liabilities as a result of legislation enacted in the United Kingdom, and domestic state and local income tax changes. The three and nine months ended September 30, 2016 also included nonrecurring tax benefits of $16 million and $35 million, respectively, primarily due to the resolution of certain outstanding tax matters.

The three and nine months ended September 30, 2015 income tax expense included a $6 million net noncash tax benefit and $10 million net noncash expense, respectively, primarily associated with the revaluation of certain deferred income tax liabilities as a result of domestic state and local tax changes. The nine months ended September 30, 2015 also included nonrecurring tax benefits of $75 million, primarily due to the realization of losses from changes in the Company’s organizational tax structure and the resolution of certain outstanding tax matters.

Due to the similarities in terms between BlackRock 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 earnings per share (“EPS”) calculations. As such, the Company has included the outstanding nonvoting participating preferred stock in the calculation of average basic and diluted shares outstanding.

The following table sets forth the computation of basic and diluted EPS for the three and nine months ended September 30, ~~2016~~2017 and ~~2015~~2016 under the treasury stock method:

	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	September 30,				September 30,				September 30,				September 30,
(in millions, except shares and per share data)	2016		2015		2016		2015		2017		2016		2017		2016
Net income attributable to BlackRock	$	875	$	843	$	2,321	$	2,484	$	947	$	875	$	2,666	$	2,321
Basic weighted-average shares outstanding		164,129,214		166,045,291		164,756,355		166,579,805		161,872,716		164,129,214		162,459,737		164,756,355
Dilutive effect of nonparticipating RSUs and stock options		2,127,384		2,620,012		2,004,557		2,577,383		1,900,830		2,127,384		1,829,305		2,004,557
Total diluted weighted-average shares outstanding		166,256,598		168,665,303		166,760,912		169,157,188		163,773,546		166,256,598		164,289,042		166,760,912
Basic earnings per share	$	5.33	$	5.08	$	14.09	$	14.91	$	5.85	$	5.33	$	16.41	$	14.09
Diluted earnings per share	$	5.26	$	5.00	$	13.92	$	14.68	$	5.78	$	5.26	$	16.23	$	13.92

The Company’s management directs BlackRock’s operations as one business, the asset management business. The Company utilizes a consolidated approach to assess performance and allocate resources. As such, the Company operates in one business ~~segment.~~segment as defined in ASC 280-10.

The following table illustrates investment advisory, administration fees, securities lending revenue and performance fees by product type, ~~BlackRock Solutions~~technology and ~~advisory~~risk management revenue, distribution fees, and advisory and other revenue for the three and nine months ended September 30, ~~2016~~2017 and ~~2015.~~2016.

	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	September 30,				September 30,				September 30,				September 30,
(in millions)	2016		2015		2016		2015		2017		2016		2017		2016
Equity	$	1,284	$	1,281	$	3,746	$	4,013	$	1,457	$	1,284	$	4,134	$	3,746
Fixed income		695		614		1,975		1,789		749		695		2,153		1,975
Multi-asset		286		325		866		961		291		286		857		866
Alternatives		221		363		633		839		342		221		754		633
Cash management		118		81		340		230		144		118		408		340
Total investment advisory, administration fees, securities lending revenue and performance fees		2,604		2,664		7,560		7,832		2,983		2,604		8,306		7,560
BlackRock Solutions and advisory		174		167		517		475
Technology and risk management revenue										175		152		497		439
Distribution fees		10		14		32		44		5		10		17		32
Other revenue		49		65		156		187
Advisory and other revenue										70		71		202		234
Total revenue	$	2,837	$	2,910	$	8,265	$	8,538	$	3,233	$	2,837	$	9,022	$	8,265

The following table illustrates total revenue for the three and nine months ended September 30, ~~2016~~2017 and ~~2015~~2016 by geographic region. These amounts are aggregated on a legal entity basis and do not necessarily reflect where the customer ~~resides.~~resides or affiliated services are provided.

	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
(in millions)	September 30,				September 30,				September 30,				September 30,
Revenue	2016		2015		2016		2015		2017		2016		2017		2016
Americas	$	1,934	$	1,865	$	5,580	$	5,632	$	2,126	$	1,934	$	6,077	$	5,580
Europe		773		906		2,287		2,494		946		773		2,496		2,287
Asia-Pacific		130		139		398		412		161		130		449		398
Total revenue	$	2,837	$	2,910	$	8,265	$	8,538	$	3,233	$	2,837	$	9,022	$	8,265

The following table illustrates long-lived assets that consist of goodwill and property and equipment at September 30, ~~2016~~2017 and December 31, ~~2015~~2016 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)	September 30,		December 31,		September 30,		December 31,
Long-lived Assets	2016		2015		2017		2016
Americas	$	13,427	$	13,422	$	13,546	$	13,424
Europe		168		186		166		163
Asia-Pacific		93		96		85		90
Total long-lived assets	$	13,688	$	13,704	$	13,797	$	13,677

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

In June 2017, the Company announced that it entered into an agreement for a minority investment in Scalable Capital, a digital investment manager in Europe. The transaction is expected to be completed in the fourth quarter of 2017, subject to customary regulatory approvals and closing conditions. This transaction is not expected to be material to the Company’s condensed consolidated statements of financial condition or results of operations.

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

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

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~~BlackRock has previously disclosed risk factors ~~previously disclosed~~ in ~~BlackRock’s~~its Securities and Exchange Commission (“SEC”) ~~reports~~reports. These risk factors 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:~~performance and include: (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 (“AUM”); (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 potential for human error in connection with BlackRock’s operational systems; (10) 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)~~(11) changes in law and policy and uncertainty pending any such changes; (12) 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)~~(13) the ability to attract and retain highly talented professionals; ~~(12)~~(14) fluctuations in the carrying value of BlackRock’s economic investments; ~~(13)~~(15) 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)~~(16) BlackRock’s success in negotiating distribution arrangements and maintaining ~~the~~ distribution ofchannels for its products; ~~(15)~~(17) the failure by a key vendor of BlackRock to fulfill its obligations to the Company; (18) any disruption to the operations of third parties whose functions are integral to BlackRock’s exchange-traded funds (“ETF”) platform; (19) 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)~~(20) the impact of problems at other financial institutions or the failure or negative performance of products at other financial institutions.

BlackRock, Inc. (together, with its subsidiaries, unless the context otherwise indicates, “BlackRock” or the “Company”) is a leading publicly traded investment management firm with ~~$5.1~~$5.977 trillion of AUM at September 30, ~~2016.~~2017. With approximately ~~13,000~~13,700 employees in more than 30 countries, BlackRock provides a broad range of investment and risk management services to institutional and retail clients worldwide.

BlackRock’s diverse platform of active (alpha) and index (beta) investment strategies across asset classes enables the Company to tailor investment outcomes and asset allocation solutions for clients. Product offerings include single- and multi-asset class portfolios investing in equities, fixed income, alternatives and money market instruments. Products are offered directly and through intermediaries in a variety of vehicles, including open-end and closed-end mutual funds, iShares^® ~~exchange-traded funds (“ETFs”),~~ETFs, separate accounts, collective investment funds and other pooled investment vehicles. BlackRock also offers the ~~BlackRock Solutions~~^®investment and risk management technology platform, Aladdin^®, risk analytics, advisory and ~~advisory~~technology services and solutions to a broad base of institutional and wealth management investors.

BlackRock serves a diverse mix of institutional and retail clients across the globe. Clients include tax-exempt institutions, such as defined benefit and defined contribution pension plans, charities, foundations and endowments; official institutions, such as central banks, sovereign wealth funds, supranationals and other government entities; taxable institutions, including insurance companies, financial institutions, corporations and third-party fund sponsors, and retail investors.

BlackRock maintains a significant global sales and marketing presence that is focused on establishing and maintaining retail and institutional investment management relationships by marketing its services to investors directly and through financial professionals and pension consultants, and establishing third-party distribution relationships.

At September 30, ~~2016,~~2017, PNC held ~~21.3%~~21.4% of the Company’s voting common stock and ~~22.0%~~21.9% of the Company’s capital stock, which includes outstanding common and nonvoting preferred stock.

Certain items previously reported have been reclassified to conform to the current ~~year~~period presentation.

For more information on the current period’s reclassification, see “Discussion of Financial Results – Revenue” herein.

In ~~April 2016, the Company completed a transaction with BofA~~^® Global Capital Management that transferred investment management responsibilities of $80.6 billion of cash assets under management to the Company. Total consideration included $75 million of contingent consideration. BlackRock’s platform provides clients with broad access to high quality, global liquidity investment solutions.

~~In August 2016,~~June 2017, the Company completed the ~~transfer~~acquisition of ~~its UK Defined Contribution Administration~~the equity infrastructure franchise of First Reserve (“First Reserve Transaction”), expanding the Company’s energy and ~~Platform business to Aegon N.V.~~power infrastructure platform. Total consideration for the transaction was approximately $193 million, including $120 million of contingent consideration at fair value at time of close.

In July 2017, the Company completed the acquisition of Cachematrix (“~~Aegon”~~Cachematrix Transaction”)., a leading provider of financial technology which simplifies the cash management process for banks and their corporate clients in a streamlined, open-architecture platform. Total consideration for the transaction was approximately $38 million.

In June 2017, the Company announced that it entered into an agreement for a minority investment in Scalable Capital, a digital investment manager in Europe. The ~~Company continues~~transaction is expected to be completed in the ~~primary investment manager for the clients who transferred to Aegon in connection with the transaction. The associated Part VII transfer~~fourth quarter of ~~the underlying assets and liabilities to Aegon is~~2017, subject to customary regulatory approvals and ~~court approval.~~

~~These transactions were~~closing conditions. This transaction is not expected to be material to the Company’s condensed consolidated statements of financial condition or results of operations.

InFollowing the June 2016 ~~the United Kingdom held a referendum in which voters approved an~~vote to exit ~~from~~ the European Union (“EU”), the United Kingdom served notice under Article 50 of the Treaty on European Union on March 29, 2017 to initiate the process of exiting from the EU, commonly referred to as "Brexit"~~, which resulted in significant volatility in several international markets.~~. The ~~timing and the~~ outcome of the negotiations between the United Kingdom and the EU in connection with Brexit ~~are both~~is highly uncertain and information regarding the long-term consequences ~~of the vote~~ is expected to become clearer over ~~time.~~time as negotiations progress. The Company ~~will continue~~continues to ~~monitor the~~prepare for a range of potential ~~impact of Brexit on its results of operations and financial condition.~~outcomes in connection with Brexit.

	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						September 30,						September 30,
(in millions, except shares and per share data)	2016			2015			2016			2015			2017			2016			2017			2016
GAAP basis:
Total revenue	$	2,837		$	2,910		$	8,265		$	8,538		$	3,233		$	2,837		$	9,022		$	8,265
Total expense		1,628			1,688			4,920			5,011			1,839			1,628			5,239			4,920
Operating income		1,209			1,222			3,345			3,527			1,394			1,209			3,783			3,345
Operating margin		42.6	%		42.0	%		40.5	%		41.3	%		43.1	%		42.6	%		41.9	%		40.5	%
Nonoperating income (expense), less net income (loss) attributable to noncontrolling interests		(1	)		(37	)		(70	)		(72	)		(2	)		(1	)		(27	)		(70	)
Income tax expense		(333	)		(342	)		(954	)		(971	)		(445	)		(333	)		(1,090	)		(954	)
Net income attributable to BlackRock	$	875		$	843		$	2,321		$	2,484		$	947		$	875		$	2,666		$	2,321
Diluted earnings per common share	$	5.26		$	5.00		$	13.92		$	14.68		$	5.78		$	5.26		$	16.23		$	13.92
Effective tax rate		27.6	%		28.8	%		29.1	%		28.1	%		32.0	%		27.6	%		29.0	%		29.1	%
As adjusted⁽¹⁾:
Operating income	$	1,216		$	1,227		$	3,442		$	3,552		$	1,398		$	1,216		$	3,795		$	3,442
Operating margin		44.8	%		43.9	%		43.5	%		43.4	%		45.0	%		44.8	%		43.9	%		43.5	%
Nonoperating income (expense), less net income (loss) attributable to noncontrolling interests		(1	)		(32	)		(70	)		(71	)		(2	)		(1	)		(27	)		(70	)
Net income attributable to BlackRock	$	854		$	844		$	2,362		$	2,512		$	969		$	854		$	2,694		$	2,362
Diluted earnings per common share	$	5.14		$	5.00		$	14.16		$	14.85		$	5.92		$	5.14		$	16.40		$	14.16
Effective tax rate		29.7	%		29.3	%		30.0	%		27.8	%		30.6	%		29.7	%		28.5	%		30.0	%
Other:
Assets under management (end of period)	$	5,117,421		$	4,505,721		$	5,117,421		$	4,505,721		$	5,976,892		$	5,117,421		$	5,976,892		$	5,117,421
Diluted weighted-average common shares outstanding⁽²⁾		166,256,598			168,665,303			166,760,912			169,157,188			163,773,546			166,256,598			164,289,042			166,760,912
Common and preferred shares outstanding (end of period)		163,858,070			166,057,085			163,858,070			166,057,085			161,597,770			163,858,070			161,597,770			163,858,070
Book value per share⁽³⁾	$	176.40		$	169.44		$	176.40		$	169.44		$	185.91		$	176.40		$	185.91		$	176.40
Cash dividends declared and paid per share	$	2.29		$	2.18		$	6.87		$	6.54		$	2.50		$	2.29		$	7.50		$	6.87

THREE MONTHS ENDED SEPTEMBER 30, ~~2016~~2017 COMPARED WITH THREE MONTHS ENDED SEPTEMBER 30, ~~2015~~2016

GAAP. Operating income of ~~$1,209~~$1,394 million ~~decreased $13~~increased $185 million and operating margin of 43.1% increased 50 bps from the third quarter of ~~2015.~~2016. Operating income ~~was impacted by lower~~and operating margin growth reflected higher year-over-year base fees, performance fees and technology and risk management revenue, partially offset by higher ~~year-over-year base fees,~~compensation and benefits expense, ~~discipline~~higher direct fund expense, and ~~growth in~~ ~~Aladdin~~ revenue. Operating margin of 42.6% increased 60 bps from third quarter of 2015 driven by continued expense discipline in the current quarter. Nonoperating income (expense), less net income (loss) attributable to NCI, increased $36 million due to higher ~~net gains on investments~~general and ~~dividend income in the third quarter of 2016.~~administration expense.

Third quarter 2017 income tax expense included net noncash expense of $19 million related to the revaluation of certain deferred income tax liabilities as a result of domestic state and local changes. Third quarter 2016 income tax expense included a $26 million net noncash tax benefit, primarily related to the revaluation of certain deferred income tax liabilities as a result of legislation enacted in the United Kingdom, and domestic state and local income tax changes. Third quarter 2016 income tax expense also included nonrecurring tax benefits of $16 million primarily due to the resolution of certain outstanding tax matters. Third quarter 2015 income tax expense included a $6 million net noncash tax benefit, primarily associated with the revaluation of certain deferred income tax liabilities as a result of domestic state and local tax changes. See Income Tax Expense within Discussion of Financial Results for more information.

Earnings per diluted common share increased ~~$0.26,~~$0.52, or 5%10%, from the third quarter of ~~2015, reflecting~~2016, driven primarily by higher ~~net~~operating income ~~in the current period,~~ and the benefit of share ~~repurchases.~~repurchases, partially offset by higher income tax expense.

As Adjusted. Operating income of ~~$1,216~~$1,398 million ~~decreased $11~~increased $182 million from the third quarter of 2016, and operating margin of ~~44.8%~~45.0% increased 9020 bps from the third quarter of ~~2015.~~2016. Income tax expense for the third quarter of ~~2016~~2017 and ~~2015~~2016 excluded the ~~$26~~$19 million net noncash expense and $6$26 million net noncash benefit, respectively, described above. Earnings per diluted common share increased ~~$0.14,~~$0.78, or 3%15%, from the third quarter of ~~2015.~~2016.

NINE MONTHS ENDED SEPTEMBER 30, ~~2016~~2017 COMPARED WITH NINE MONTHS ENDED SEPTEMBER 30, ~~2015~~2016

GAAP. Operating income of ~~$3,345~~$3,783 million ~~decreased $182~~increased $438 million and operating margin of ~~40.5% decreased 80~~41.9% increased 140 bps from the nine months ended September 30, ~~2015.~~2016. Operating income ~~was impacted by lower~~and operating margin growth primarily reflected higher year-over-year base fees, performance fees, and technology and risk management revenue, partially offset by higher compensation and benefits, higher direct fund expense, ~~discipline~~ and ~~growth in~~ ~~Aladdin~~ ~~revenue.~~higher general and administration expense. The nine months ended September 30, 2017 also included approximately $22 million of expense associated with the strategic repositioning of the active equity platform. Operating income ~~also reflected~~for the nine months ended September 30, 2016 included a restructuring charge of $76 million ~~recorded in the first quarter of 2016~~ in connection with a project to streamline and simplify the organization. Nonoperating income (expense), less net income (loss) attributable to ~~NCI,~~noncontrolling interest (“NCI”), increased $2$43 million ~~due to~~driven by higher net gains on ~~investments and dividend income during~~investments. Nonoperating results for the nine months ended September 30, ~~2016, partially offset by~~2017 included a ~~$40~~“make-whole” redemption premium of $14 million ~~noncash gain~~ related to ~~BlackRock Kelso Capital Advisors LLC (“BKCA”) recorded~~the refinancing of $700 million of 6.25% notes, which were paid prior to their September 2017 maturity.

Income tax expense for the nine months ended September 30, 2017 included an $81 million discrete tax benefit reflecting the adoption of new accounting guidance related to stock-based compensation awards that vested in the first quarter of ~~2015.~~

2017 and the $19 million net noncash expense mentioned above. Income tax expense for the nine months ended September 30, 2016 included the $26 million net noncash ~~tax~~ benefit mentioned above and nonrecurring tax benefits of $35 million. Income tax expense for the nine months ended September 30, 2015 included $10 million net noncash expense primarily associated with the revaluation of certain deferred income tax liabilities and nonrecurring tax benefits of $75 million. See Income Tax Expense within Discussion of Financial Results for more information.

Earnings per diluted common share ~~decreased $0.76,~~increased $2.31, or 5%17%, from the nine months ended September 30, ~~2015, reflecting lower~~2016, driven primarily by higher net income, ~~in the current period, partially offset by~~and the benefit of share repurchases.

As Adjusted. Operating income of ~~$3,442~~$3,795 million ~~decreased $110~~increased $353 million and operating margin of ~~43.5%~~43.9% increased 1040 bps from the nine months ended September 30, ~~2015.~~2016. The pre-tax restructuring charge of $76 million described above was excluded from as adjusted ~~results.~~results for the nine months ended September 30, 2016. Income tax expense for the nine months ended September 30, ~~2016~~2017 and ~~2015~~2016 excluded the previously described net noncash ~~benefit~~expense of ~~$26~~$19 million and net noncash ~~expense~~benefit of ~~$10~~$26 million, respectively, and included the nonrecurring tax benefits described above. Earnings per diluted common share ~~decreased $0.69,~~increased $2.24, or 5%16%, from the nine months ended September 30, ~~2015.~~ 2016.

See Non-GAAP Financial Measures for further information on as adjusted items and the reconciliation ~~of adjusted items.~~to accounting principles generally accepted in the United States (“GAAP“).

For further discussion of BlackRock’s revenue, expense, nonoperating results and income tax expense, see Discussion of Financial Results herein.

BlackRock reports its financial results in accordance with ~~accounting principles generally accepted in the United States (“GAAP”);~~GAAP; however, management believes evaluating the Company’s ongoing operating results may be enhanced if investors have additional non-GAAP financial measures. Management reviews non-GAAP financial measures to assess ongoing operations and ~~for the reasons described below,~~ considers them to be ~~effective indicators,~~helpful, for both management and investors, ofin evaluating BlackRock’s financial performance over time. Management also uses non-GAAP financial measures as a benchmark to compare its performance with other companies and to enhance the comparability of this information for the reporting periods presented. Non-GAAP measures may pose limitations because they do not include all of BlackRock’s revenue and expense. 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. Non-GAAP measures may not be comparable to other similarly titled measures of other companies.

Management uses both GAAP and non-GAAP financial measures in evaluating BlackRock’s financial performance. Adjustments to GAAP financial measures (“non-GAAP adjustments”) include certain items management deems nonrecurring or that occur infrequently, transactions that ultimately will not impact BlackRock’s book value or certain tax items that do not impact cash flow.

Computations for all periods are derived from the condensed consolidated statements of income as follows:

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.

	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						September 30,						September 30,
(in millions)	2016			2015			2016			2015			2017			2016			2017			2016
Operating income, GAAP basis	$	1,209		$	1,222		$	3,345		$	3,527		$	1,394		$	1,209		$	3,783		$	3,345
Non-GAAP expense adjustments:
Restructuring charge		—			—			76			—			—			—			—			76
PNC LTIP funding obligation		7			10			21			26			4			7			12			21
Compensation expense related to appreciation (depreciation) on deferred compensation plans		—			(5	)		—			(1	)
Operating income, as adjusted		1,216			1,227			3,442			3,552		$	1,398		$	1,216		$	3,795		$	3,442
Product launch costs and commissions		—			—			—			5
Operating income used for operating margin measurement	$	1,216		$	1,227		$	3,442		$	3,557
Revenue, GAAP basis	$	2,837		$	2,910		$	8,265		$	8,538		$	3,233		$	2,837		$	9,022		$	8,265
Non-GAAP adjustments:
Distribution and servicing costs		(114	)		(102	)		(320	)		(306	)		(123	)		(114	)		(361	)		(320	)
Amortization of deferred sales commissions		(8	)		(12	)		(27	)		(37	)		(4	)		(8	)		(13	)		(27	)
Revenue used for operating margin measurement	$	2,715		$	2,796		$	7,918		$	8,195		$	3,106		$	2,715		$	8,648		$	7,918
Operating margin, GAAP basis		42.6	%		42.0	%		40.5	%		41.3	%		43.1	%		42.6	%		41.9	%		40.5	%
Operating margin, as adjusted		44.8	%		43.9	%		43.5	%		43.4	%		45.0	%		44.8	%		43.9	%		43.5	%

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 the 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 revenue.

~~(2) Nonoperating income (expense), less net income (loss) attributable to NCI, as adjusted:~~

Nonoperating income (expense), less net income (loss) attributable to NCI, as adjusted, equals nonoperating income (expense), GAAP basis, less net income (loss) attributable to NCI, adjusted for compensation expense associated with (appreciation) depreciation on investments related to certain BlackRock deferred compensation plans. The compensation expense offset is recorded in operating income. This compensation expense has been included in 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 nonoperating income (expense), GAAP basis.

Management believes nonoperating income (expense), less net income (loss) attributable to NCI, as adjusted, provides comparability of information among reporting periods and is an effective measure for reviewing BlackRock’s nonoperating contribution to results.

	Three Months Ended						Nine Months Ended					Three Months Ended					Nine Months Ended
	September 30,						September 30,					September 30,					September 30,
(in millions, except per share data)	2016			2015			2016			2015		2017		2016			2017		2016
Net income attributable to BlackRock, GAAP basis	$	875		$	843		$	2,321		$	2,484
Net income attributable to BlackRock, Inc., GAAP basis												$	947	$	875		$	2,666	$	2,321
Non-GAAP adjustments:
Restructuring charge (including $23 tax benefit)		—			—			53			—		—		—			—		53
PNC LTIP funding obligation, net of tax		5			7			14			18		3		5			9		14
Income tax matters		(26	)		(6	)		(26	)		10		19		(26	)		19		(26	)
Net income attributable to BlackRock, as adjusted	$	854		$	844		$	2,362		$	2,512
Diluted weighted-average common shares outstanding⁽⁴⁾		166.3		168.7				166.8			169.2
Net income attributable to BlackRock, Inc., as adjusted												$	969	$	854		$	2,694	$	2,362
Diluted weighted-average common shares outstanding⁽³⁾													163.8		166.3			164.3		166.8
Diluted earnings per common share, GAAP basis⁽⁴⁾⁽³⁾	$	5.26		$	5.00		$	13.92		$	14.68	$	5.78	$	5.26		$	16.23	$	13.92
Diluted earnings per common share, as adjusted⁽⁴⁾⁽³⁾	$	5.14		$	5.00		$	14.16		$	14.85	$	5.92	$	5.14		$	16.40	$	14.16

Management believes net income attributable to BlackRock, Inc., as adjusted, and diluted earnings per common share, as adjusted, are useful measures of BlackRock’s profitability and financial performance. Net income attributable to BlackRock, Inc., as adjusted, equals net income attributable to BlackRock, Inc., GAAP basis, adjusted for significant nonrecurring items, charges that ultimately will not impact BlackRock’s book value or certain tax items that do not impact cash flow.

See aforementioned discussion regarding operating income, as adjusted, and operating margin, as adjusted, for information on the PNC LTIP funding obligation and the restructuring charge.

For each period presented, the non-GAAP adjustment related to the restructuring charge and PNC LTIP funding obligation was tax effected at the respective blended rates applicable to the adjustments. Amounts for income tax matters represent net noncash (benefits) expense primarily associated with the revaluation of certain deferred tax liabilities related to intangible assets and goodwill. Amounts have been excluded from the as adjusted results as these items will not have a cash flow impact and to ensure comparability among periods presented.

Per share amounts reflect net income attributable to BlackRock, Inc., as adjusted divided by diluted weighted average common shares outstanding.

~~(4)~~(3) Nonvoting participating preferred stock is considered to be a common stock equivalent for purposes of determining basic and diluted earnings per share calculations.

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.

AUM

Net Inflows (Outflows)

September 30,

June 30,

December 31,

September 30,

Three
Months
Ended
September 30,

Nine
Months
Ended
September 30,

Twelve
Months
Ended
September 30,

(in millions)

2016

2016

2015

2015

2016

2016

2016

Retail

$
554,778

$
544,427

$
541,125

$
535,208

$
(2,228
)

$
(8,879
)

$
(1,859
)
iShares

1,246,166

1,154,122

1,092,561

1,010,493

51,257

91,178

151,402

Institutional:

Active

1,039,653

1,009,721

962,852

959,354

7,531

11,612

11,994

Index

1,877,501

1,796,654

1,738,777

1,702,739

(1,376
)

(1,111
)

(14,872
)
Institutional subtotal

2,917,154

2,806,375

2,701,629

2,662,093

6,155

10,501

(2,878
)
Long-term

4,718,098

4,504,924

4,335,315

4,207,794

55,184

92,800

146,665

Cash management

388,982

374,684

299,884

285,692

14,696

11,556

27,323

Advisory⁽¹⁾

10,341

10,513

10,213

12,235

(71
)

(216
)

(1,963
)
Total

$
5,117,421

$
4,890,121

$
4,645,412

$
4,505,721

$
69,809

$
104,140

$
172,025

AUM

Net Inflows (Outflows)

September 30,

June 30,

December 31,

September 30,

Three
Months
Ended
September 30,

Nine
Months
Ended
September 30,

Twelve
Months
Ended
September 30,

(in millions)

2016

2016

2015

2015

2016

2016

2016

Equity

$
2,566,039

$
2,432,558

$
2,423,772

$
2,273,237

$
13,350

$
(6,541
)

$
46,924

Fixed income

1,628,268

1,566,656

1,422,368

1,445,637

36,981

94,648

94,805

Multi-asset

402,261

386,520

376,336

375,001

3,038

(629
)

(851
)
Alternatives:

Core

88,731

89,912

92,085

91,358

(1,408
)

(2,382
)

(1,424
)
Currency and
commodities⁽²⁾

32,799

29,278

20,754

22,561

3,223

7,704

7,211

Subtotal

121,530

119,190

112,839

113,919

1,815

5,322

5,787

Long-term

4,718,098

4,504,924

4,335,315

4,207,794

55,184

92,800

146,665

Cash management

388,982

374,684

299,884

285,692

14,696

11,556

27,323

Advisory⁽¹⁾

10,341

10,513

10,213

12,235

(71
)

(216
)

(1,963
)
Total

$
5,117,421

$
4,890,121

$
4,645,412

$
4,505,721

$
69,809

$
104,140

$
172,025

AUM and Net Inflows (Outflows) by Client Type																		AUM and Net Inflows (Outflows) by Client Type
																			AUM								Net inflows (outflows)
																			September 30,		June 30,		December 31,		September 30,		Three Months Ended September 30,			Nine Months Ended September 30,			Twelve Months Ended September 30,
(in millions)																			2017		2017		2016		2016		2017			2017			2017
Retail																			$	608,521	$	586,756	$	541,952	$	554,778	$	7,367		$	18,501		$	16,055
iShares ETFs																				1,640,437		1,528,236		1,287,879		1,246,166		52,306			190,541			239,841
Institutional:
Active																				1,105,224		1,075,855		1,009,974		1,039,653		155			3,735			10,043
Index																				2,194,701		2,093,193		1,901,681		1,877,501		15,976			36,883			71,486
Total institutional																				3,299,925		3,169,048		2,911,655		2,917,154		16,131			40,618			81,529
Long-term																				5,548,883		5,284,040		4,741,486		4,718,098		75,804			249,660			337,425
Cash management																				425,423		402,575		403,584		388,982		20,381			14,854			32,526
Advisory⁽¹⁾																				2,586		2,658		2,782		10,341		(73	)		(188	)		(7,573	)
Total																			$	5,976,892	$	5,689,273	$	5,147,852	$	5,117,421	$	96,112		$	264,326		$	362,378

AUM and Net Inflows (Outflows) by Product Type																		AUM and Net Inflows (Outflows) by Product Type
																			AUM								Net inflows (outflows)
																			September 30,		June 30,		December 31,		September 30,		Three Months Ended September 30,			Nine Months Ended September 30,			Twelve Months Ended September 30,
(in millions)																			2017		2017		2016		2016		2017			2017			2017
Equity																			$	3,172,465	$	3,014,696	$	2,657,176	$	2,566,039	$	11,935		$	94,362		$	152,328
Fixed income																				1,788,420		1,704,624		1,572,365		1,628,268		59,549			135,837			161,144
Multi-asset																				457,027		436,736		395,007		402,261		4,334			15,406			20,262
Alternatives:
Core																				99,168		97,551		88,630		88,731		(504	)		2,353			3,569
Currency and commodities⁽²⁾																				31,803		30,433		28,308		32,799		490			1,702			122
Subtotal																				130,971		127,984		116,938		121,530		(14	)		4,055			3,691
Long-term																				5,548,883		5,284,040		4,741,486		4,718,098		75,804			249,660			337,425
Cash management																				425,423		402,575		403,584		388,982		20,381			14,854			32,526
Advisory⁽¹⁾																				2,586		2,658		2,782		10,341		(73	)		(188	)		(7,573	)
Total																			$	5,976,892	$	5,689,273	$	5,147,852	$	5,117,421	$	96,112		$	264,326		$	362,378

AUM and Net Inflows (Outflows) by Investment Style																		AUM and Net Inflows (Outflows) by Investment Style
	AUM								Net Inflows (Outflows)										AUM								Net inflows (outflows)
	September 30,		June 30,		December 31,		September 30,		Three Months Ended September 30,			Nine Months Ended September 30,			Twelve Months Ended September 30,				September 30,		June 30,		December 31,		September 30,		Three Months Ended September 30,			Nine Months Ended September 30,			Twelve Months Ended September 30,
(in millions)	2016		2016		2015		2015		2016			2016			2016				2017		2017		2016		2016		2017			2017			2017
Active	$	1,547,473	$	1,510,424	$	1,462,672	$	1,456,692	$	4,039		$	(228	)	$	4,771			$	1,645,352	$	1,598,591	$	1,501,052	$	1,547,473	$	5,796		$	11,489		$	10,946
Index & iShares		3,170,625		2,994,500		2,872,643		2,751,102		51,145			93,028			141,894
Index and iShares ETFs																				3,903,531		3,685,449		3,240,434		3,170,625		70,008			238,171			326,479
Long-term		4,718,098		4,504,924		4,335,315		4,207,794		55,184			92,800			146,665				5,548,883		5,284,040		4,741,486		4,718,098		75,804			249,660			337,425
Cash management		388,982		374,684		299,884		285,692		14,696			11,556			27,323				425,423		402,575		403,584		388,982		20,381			14,854			32,526
Advisory⁽¹⁾		10,341		10,513		10,213		12,235		(71	)		(216	)		(1,963	)			2,586		2,658		2,782		10,341		(73	)		(188	)		(7,573	)
Total	$	5,117,421	$	4,890,121	$	4,645,412	$	4,505,721	$	69,809		$	104,140		$	172,025			$	5,976,892	$	5,689,273	$	5,147,852	$	5,117,421	$	96,112		$	264,326		$	362,378

The following table presents the component changes in AUM by client type and product type for the three months ended September 30, ~~2016.~~2017.

	June 30,		Net inflows			Market			FX			September 30,		Average		June 30,		Net inflows			Market			FX		September 30,		Average
(in millions)	2016		(outflows)			change			impact⁽¹⁾			2016		AUM⁽²⁾		2017		(outflows)			change			impact⁽¹⁾		2017		AUM⁽²⁾
Retail:
Equity	$	191,980	$	(3,889	)	$	8,550		$	(510	)	$	196,131	$	195,266	$	215,808	$	1,734		$	6,110		$	2,016	$	225,668	$	220,944
Fixed income		223,710		5,801			1,228			103			230,842		228,099		240,932		4,613			1,569			1,234		248,348		245,193
Multi-asset		111,456		(3,452	)		3,435			(70	)		111,369		112,263		113,903		1,046			2,796			317		118,062		116,183
Alternatives		17,281		(688	)		(190	)		33			16,436		16,753		16,113		(26	)		224			132		16,443		17,198
Retail subtotal		544,427		(2,228	)		13,023			(444	)		554,778		552,381		586,756		7,367			10,699			3,699		608,521		599,518
iShares:
iShares ETFs:
Equity		826,768		25,519			38,628			95			891,010		868,747		1,139,850		33,102			50,806			4,637		1,228,395		1,184,488
Fixed income		304,896		22,730			1,607			229			329,462		320,249		364,991		17,526			1,055			2,695		386,267		376,880
Multi-asset		2,328		124			56			(2	)		2,506		2,430		3,240		169			77			5		3,491		3,359
Alternatives		20,130		2,884			160			14			23,188		22,162		20,155		1,509			576			44		22,284		21,283
iShares subtotal		1,154,122		51,257			40,451			336			1,246,166		1,213,588
iShares ETFs subtotal																	1,528,236		52,306			52,514			7,381		1,640,437		1,586,010
Institutional:
Active:
Equity		120,127		(3,357	)		7,455			(455	)		123,770		122,790		126,446		(3,296	)		5,866			1,350		130,366		128,842
Fixed income		549,686		5,060			6,538			(485	)		560,799		557,357		553,652		496			4,513			3,366		562,027		559,121
Multi-asset		264,937		6,533			8,909			27			280,406		274,516		311,921		3,477			7,827			4,508		327,733		320,619
Alternatives		74,971		(705	)		565			(153	)		74,678		74,741		83,836		(522	)		1,161			623		85,098		83,851
Active subtotal		1,009,721		7,531			23,467			(1,066	)		1,039,653		1,029,404		1,075,855		155			19,367			9,847		1,105,224		1,092,433
Index:
Equity		1,293,683		(4,923	)		68,226			(1,858	)		1,355,128		1,335,780		1,532,592		(19,605	)		65,291			9,758		1,588,036		1,562,897
Fixed income		488,364		3,390			21,566			(6,155	)		507,165		499,187		545,049		36,914			(1,451	)		11,266		591,778		572,049
Multi-asset		7,799		(167	)		322			26			7,980		7,982		7,672		(358	)		389			38		7,741		7,824
Alternatives		6,808		324			169			(73	)		7,228		7,081		7,880		(975	)		156			85		7,146		7,544
Index subtotal		1,796,654		(1,376	)		90,283			(8,060	)		1,877,501		1,850,030		2,093,193		15,976			64,385			21,147		2,194,701		2,150,314
Institutional subtotal		2,806,375		6,155			113,750			(9,126	)		2,917,154		2,879,434		3,169,048		16,131			83,752			30,994		3,299,925		3,242,747
Long-term		4,504,924		55,184			167,224			(9,234	)		4,718,098		4,645,403		5,284,040		75,804			146,965			42,074		5,548,883		5,428,275
Cash management		374,684		14,696			219			(617	)		388,982		383,424		402,575		20,381			224			2,243		425,423		415,082
Advisory⁽³⁾		10,513		(71	)		(14	)		(87	)		10,341		10,419		2,658		(73	)		(98	)		99		2,586		2,621
Total	$	4,890,121	$	69,809		$	167,429		$	(9,938	)	$	5,117,421	$	5,039,246	$	5,689,273	$	96,112		$	147,091		$	44,416	$	5,976,892	$	5,845,978

⁽¹⁾ Foreign exchange reflects the impact of translating non-U.S. dollar denominated AUM into U.S. dollars for reporting purposes.

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

The following table presents component changes in AUM by investment style and product type for the three months ended September 30, 2017.

	June 30,		Net inflows			Market			FX		September 30,		Average
(in millions)	2017		(outflows)			change			impact⁽¹⁾		2017		AUM⁽²⁾
Active:
Equity	$	290,196	$	(3,015	)	$	10,433		$	2,562	$	300,176	$	295,895
Fixed income		782,622		4,836			6,079			4,303		797,840		792,042
Multi-asset		425,824		4,523			10,623			4,825		445,795		436,802
Alternatives		99,949		(548	)		1,385			755		101,541		101,049
Active subtotal		1,598,591		5,796			28,520			12,445		1,645,352		1,625,788
Index and iShares ETFs:
iShares ETFs:
Equity		1,139,850		33,102			50,806			4,637		1,228,395		1,184,488
Fixed income		364,991		17,526			1,055			2,695		386,267		376,880
Multi-asset		3,240		169			77			5		3,491		3,359
Alternatives		20,155		1,509			576			44		22,284		21,283
iShares ETFs subtotal		1,528,236		52,306			52,514			7,381		1,640,437		1,586,010
Non-ETF Index:
Equity		1,584,650		(18,152	)		66,834			10,562		1,643,894		1,616,788
Fixed income		557,011		37,187			(1,448	)		11,563		604,313		584,321
Multi-asset		7,672		(358	)		389			38		7,741		7,824
Alternatives		7,880		(975	)		156			85		7,146		7,544
Non-ETF Index subtotal		2,157,213		17,702			65,931			22,248		2,263,094		2,216,477
Index & iShares ETFs subtotal		3,685,449		70,008			118,445			29,629		3,903,531		3,802,487
Long-term		5,284,040		75,804			146,965			42,074		5,548,883		5,428,275
Cash management		402,575		20,381			224			2,243		425,423		415,082
Advisory⁽³⁾		2,658		(73	)		(98	)		99		2,586		2,621
Total	$	5,689,273	$	96,112		$	147,091		$	44,416	$	5,976,892	$	5,845,978

The following table presents component changes in AUM by product type for the three months ended September 30, 2017.

⁽¹⁾ Foreign exchange reflects the impact of translating non-U.S. dollar denominated AUM into U.S. dollars for reporting purposes.

~~The following table presents component changes in AUM by product type for the three months ended September 30, 2016.~~

June 30,

Net
inflows

Market

FX

September 30,

Average

(in millions)

2016

(outflows)

change

impact⁽¹⁾

2016

AUM⁽²⁾

Equity:

Active

$
276,348

$
(7,831
)

$
13,725

$
(516
)

$
281,726

$
281,136

iShares

826,768

25,519

38,628

95

891,010

868,747

Non-ETF index

1,329,442

(4,338
)

70,506

(2,307
)

1,393,303

1,372,700

Equity subtotal

2,432,558

13,350

122,859

(2,728
)

2,566,039

2,522,583

Fixed income:

Active

765,431

10,182

7,455

(210
)

782,858

777,109

iShares

304,896

22,730

1,607

229

329,462

320,249

Non-ETF index

496,329

4,069

21,877

(6,327
)

515,948

507,534

Fixed income subtotal

1,566,656

36,981

30,939

(6,308
)

1,628,268

1,604,892

Multi-asset

386,520

3,038

12,722

(19
)

402,261

397,191

Alternatives:

Core

89,912

(1,408
)

372

(145
)

88,731

89,149

Currency and commodities⁽³⁾

29,278

3,223

332

(34
)

32,799

31,588

Alternatives subtotal

119,190

1,815

704

(179
)

121,530

120,737

Long-term

4,504,924

55,184

167,224

(9,234
)

4,718,098

4,645,403

Cash management

374,684

14,696

219

(617
)

388,982

383,424

Advisory⁽⁴⁾

10,513

(71
)

(14
)

(87
)

10,341

10,419

Total

$
4,890,121

$
69,809

$
167,429

$
(9,938
)

$
5,117,421

$
5,039,246

~~The following table presents component changes in AUM by investment style for the three months ended September 30, 2016.~~

AUM increased ~~$227.3~~$287.6 billion, or 5%, to ~~$5.117~~$6.0 trillion at September 30, ~~2016~~2017 from ~~$4.890~~$5.7 trillion at June 30, ~~2016,~~2017, driven by net market appreciation, ~~and~~ positive net inflows and the impact of foreign exchange movements..

Net market appreciation of ~~$167.4~~$147.1 billion was driven by ~~$122.9~~higher U.S. and global equity markets.

Long-term net inflows of $75.8 billion included $52.3 billion, $16.1 billion and $7.4 billion from ~~equity~~iShares ETFs, institutional clients and retail clients, respectively. Net flows in long-term products ~~$30.9~~are described below.

Cash management AUM increased 6% to $425.4 billion, driven by $20.4 billion of net inflows.

AUM ~~decreased $9.9~~increased $44.4 billion due to the impact of foreign exchange movements, primarily resulting from the ~~strengthening of the U.S. dollar, largely against the British pound, partially offset by the~~ weakening of the U.S. dollar against the ~~euro.~~British pound and the Euro.

~~Net Inflows (Outflows)~~ ~~Long-term net inflows of $55.2 billion included $51.3 billion and $6.2 billion from~~ ~~iShares~~ ~~and institutional clients, respectively, offset by net outflows of $2.2 billion from retail clients. Net flows in long-term products are described below.~~

Cash management AUM increased 4% to $389.0 billion with net inflows of $14.7 billion, primarily reflecting net inflows into government funds partially offset by net outflows from prime strategies from Americas institutional clients ahead of U.S. money market reform. The increase in cash management AUM also included net inflows from EMEA institutional clients into offshore funds.

The following table presents the component changes in AUM by client type and product for the nine months ended September 30, ~~2016.~~2017.

	December 31,		Net inflows					Market			FX			September 30,		Average		December 31,		Net inflows					Market			FX		September 30,		Average
(in millions)	2015		(outflows)			Acquisition⁽¹⁾		change			impact⁽²⁾			2016		AUM⁽³⁾		2016		(outflows)			Acquisition⁽¹⁾		change			impact⁽²⁾		2017		AUM⁽³⁾
Retail:
Equity	$	193,755	$	(9,171	)	$	—	$	13,929		$	(2,382	)	$	196,131	$	192,072	$	196,221	$	3,009		$	-	$	20,892		$	5,546	$	225,668	$	212,224
Fixed income		212,653		10,239			—		7,929			21			230,842		220,956		222,256		16,497			-		6,003			3,592		248,348		236,065
Multi-asset		115,307		(7,668	)		—		4,216			(486	)		111,369		112,464		107,997		(847	)		-		10,005			907		118,062		112,831
Alternatives		19,410		(2,279	)		—		(803	)		108			16,436		17,904		15,478		(158	)		-		725			398		16,443		16,522
Retail subtotal		541,125		(8,879	)		—		25,271			(2,739	)		554,778		543,396		541,952		18,501			-		37,625			10,443		608,521		577,642
iShares:
iShares ETFs:
Equity		823,156		24,264			—		40,747			2,843			891,010		828,932		951,252		129,488			-		134,562			13,093		1,228,395		1,095,500
Fixed income		254,190		60,238			—		14,126			908			329,462		296,192		314,707		58,779			-		5,105			7,676		386,267		351,985
Multi-asset		2,730		(340	)		—		110			6			2,506		2,341		3,149		61			-		272			9		3,491		3,122
Alternatives		12,485		7,016			—		3,642			45			23,188		18,100		18,771		2,213			-		1,138			162		22,284		20,470
iShares subtotal		1,092,561		91,178			—		58,625			3,802			1,246,166		1,145,565
iShares ETFs subtotal																			1,287,879		190,541			-		141,077			20,940		1,640,437		1,471,077
Institutional:
Active:
Equity		121,442		(4,644	)		—		8,459			(1,487	)		123,770		119,626		120,699		(12,357	)		-		18,023			4,001		130,366		126,223
Fixed income		514,428		8,967			—		34,779			2,625			560,799		542,375		536,727		(2,967	)		-		17,705			10,562		562,027		551,117
Multi-asset		252,041		7,664			—		20,920			(219	)		280,406		263,307		276,933		16,692			-		21,531			12,577		327,733		301,793
Alternatives		74,941		(375	)		—		549			(437	)		74,678		74,835		75,615		2,367			3,264		2,021			1,831		85,098		79,818
Active subtotal		962,852		11,612			—		64,707			482			1,039,653		1,000,143		1,009,974		3,735			3,264		59,280			28,971		1,105,224		1,058,951
Index:
Equity		1,285,419		(16,990	)		—		83,247			3,452			1,355,128		1,291,634		1,389,004		(25,778	)		-		193,874			30,936		1,588,036		1,504,119
Fixed income		441,097		15,204			—		71,566			(20,702	)		507,165		475,562		498,675		63,528			-		97			29,478		591,778		540,163
Multi-asset		6,258		(285	)		—		1,569			438			7,980		7,443		6,928		(500	)		-		1,098			215		7,741		7,518
Alternatives		6,003		960			—		576			(311	)		7,228		6,518		7,074		(367	)		-		194			245		7,146		7,538
Index subtotal		1,738,777		(1,111	)		—		156,958			(17,123	)		1,877,501		1,781,157		1,901,681		36,883			-		195,263			60,874		2,194,701		2,059,338
Institutional subtotal		2,701,629		10,501			—		221,665			(16,641	)		2,917,154		2,781,300		2,911,655		40,618			3,264		254,543			89,845		3,299,925		3,118,289
Long-term		4,335,315		92,800			—		305,561			(15,578	)		4,718,098		4,470,261		4,741,486		249,660			3,264		433,245			121,228		5,548,883		5,167,008
Cash management		299,884		11,556			80,635		206			(3,299	)		388,982		345,881		403,584		14,854			-		850			6,135		425,423		406,729
Advisory⁽⁴⁾		10,213		(216	)		—		(120	)		464			10,341		10,419		2,782		(188	)		-		(189	)		181		2,586		2,691
Total	$	4,645,412	$	104,140		$	80,635	$	305,647		$	(18,413	)	$	5,117,421	$	4,826,561	$	5,147,852	$	264,326		$	3,264	$	433,906		$	127,544	$	5,976,892	$	5,576,428

⁽¹⁾ Amount represents AUM acquired in the ~~BofA Global Capital Management transaction in April 2016.~~First Reserve Transaction.

The following table presents component changes in AUM by investment style and product type for the nine months ended September 30, 2017.


	December 31,		Net inflows					Market			FX		September 30,		Average
(in millions)	2016		(outflows)			Acquisition⁽¹⁾		change			impact⁽²⁾		2017		AUM⁽³⁾
Active:
Equity	$	275,033	$	(17,475	)	$	-	$	34,966		$	7,652	$	300,176	$	289,036
Fixed income		749,996		10,910			-		23,502			13,432		797,840		775,996
Multi-asset		384,930		15,845			-		31,536			13,484		445,795		414,624
Alternatives		91,093		2,209			3,264		2,746			2,229		101,541		96,339
Active subtotal		1,501,052		11,489			3,264		92,750			36,797		1,645,352		1,575,995
Index and iShares ETFs:
iShares ETFs:
Equity		951,252		129,488			-		134,562			13,093		1,228,395		1,095,500
Fixed income		314,707		58,779			-		5,105			7,676		386,267		351,985
Multi-asset		3,149		61			-		272			9		3,491		3,122
Alternatives		18,771		2,213			-		1,138			162		22,284		20,470
iShares ETFs subtotal		1,287,879		190,541			-		141,077			20,940		1,640,437		1,471,077
Non-ETF Index
Equity		1,430,891		(17,651	)		-		197,823			32,831		1,643,894		1,553,530
Fixed income		507,662		66,148			-		303			30,200		604,313		551,349
Multi-asset		6,928		(500	)		-		1,098			215		7,741		7,518
Alternatives		7,074		(367	)		-		194			245		7,146		7,539
Non-ETF Index subtotal		1,952,555		47,630			-		199,418			63,491		2,263,094		2,119,936
Index & iShares ETFs subtotal		3,240,434		238,171			-		340,495			84,431		3,903,531		3,591,013
Long-term		4,741,486		249,660			3,264		433,245			121,228		5,548,883		5,167,008
Cash management		403,584		14,854			-		850			6,135		425,423		406,729
Advisory⁽⁴⁾		2,782		(188	)		-		(189	)		181		2,586		2,691
Total	$	5,147,852	$	264,326		$	3,264	$	433,906		$	127,544	$	5,976,892	$	5,576,428

The following table presents component changes in AUM by product type for the nine months ended September 30, ~~2016.~~

December 31,

Net
inflows

Market

FX

September 30,

Average

(in millions)

2015

(outflows)

Acquisition⁽¹⁾

change

impact⁽²⁾

2016

AUM⁽³⁾

Equity:

Active

$
281,319

$
(15,680
)

$
—

$
17,980

$
(1,893
)

$
281,726

$
276,494

iShares

823,156

24,264

—

40,747

2,843

891,010

828,932

Non-ETF index

1,319,297

(15,125
)

—

87,655

1,476

1,393,303

1,326,838

Equity subtotal

2,423,772

(6,541
)

—

146,382

2,426

2,566,039

2,432,264

Fixed income:

Active

719,653

18,110

—

41,727

3,368

782,858

755,462

iShares

254,190

60,238

—

14,126

908

329,462

296,192

Non-ETF index

448,525

16,300

—

72,547

(21,424
)

515,948

483,431

Fixed income subtotal

1,422,368

94,648

—

128,400

(17,148
)

1,628,268

1,535,085

Multi-asset

376,336

(629
)

—

26,815

(261
)

402,261

385,555

Alternatives:

Core

92,085

(2,382
)

—

(309
)

(663
)

88,731

90,424

Currency and commodities⁽⁴⁾

20,754

7,704

—

4,273

68

32,799

26,933

Alternatives subtotal

112,839

5,322

—

3,964

(595
)

121,530

117,357

Long-term

4,335,315

92,800

—

305,561

(15,578
)

4,718,098

4,470,261

Cash management

299,884

11,556

80,635

206

(3,299
)

388,982

345,881

Advisory⁽⁵⁾

10,213

(216
)

—

(120
)

464

10,341

10,419

Total

$
4,645,412

$
104,140

$
80,635

$
305,647

$
(18,413
)

$
5,117,421

$
4,826,561

	December 31,		Net inflows					Market				FX		September 30,		Average
(in millions)	2016		(outflows)			Acquisition⁽¹⁾		change				impact⁽²⁾		2017		AUM⁽³⁾
Equity	$	2,657,176	$	94,362		$	-	$	367,351			$	53,576	$	3,172,465	$	2,938,066
Fixed income		1,572,365		135,837			-		28,910				51,308		1,788,420		1,679,330
Multi-asset		395,007		15,406			-		32,906				13,708		457,027		425,264
Alternatives:
Core		88,630		2,353			3,264		2,753				2,168		99,168		93,963
Currency and commodities⁽⁵⁾		28,308		1,702			-		1,325				468		31,803		30,385
Alternatives subtotal		116,938		4,055			3,264		4,078				2,636		130,971		124,348
Long-term		4,741,486		249,660			3,264		433,245				121,228		5,548,883		5,167,008
Cash management		403,584		14,854			-		850				6,135		425,423		406,729
Advisory⁽⁴⁾		2,782		(188	)		-		(189	)			181		2,586		2,691
Total	$	5,147,852	$	264,326		$	3,264	$	433,906		��	$	127,544	$	5,976,892	$	5,576,428

~~The following table presents component changes in AUM by investment style for the nine months ended September 30, 2016.~~

AUM increased ~~$472.0~~$829.0 billion, or ~~10%~~16%, to ~~$5.117~~$6.0 trillion at September 30, ~~2016~~2017 from ~~$4.645~~$5.1 trillion at December 31, ~~2015,~~ 2016, driven ~~largely~~ by net market appreciation, positive net inflows, ~~and~~ ~~AUM~~ ~~acquired in the BofA Global Capital Management transaction~~.

Net market appreciation of $305.6 billion was driven by $146.4 billion from equity products, $128.4 billion from fixed income products and $26.8 billion from multi-asset products across the majority of strategies.

~~AUM decreased $18.4 billion due to~~ the impact of foreign exchange movements ~~primarily resulting from~~and AUM acquired in the ~~strengthening of the U.S. dollar, largely against the British pound, partially offset by the weakening of the U.S. dollar, against the Japanese yen, euro, and Canadian dollar.~~First Reserve Transaction.

Net ~~Inflows (Outflows)~~market appreciation of $433.9 billion was primarily driven by higher U.S. and global equity markets.

. Long-term net inflows of ~~$92.8~~$249.7 billion were comprised of ~~$91.2~~net inflows of $190.5 billion, $40.6 billion and ~~$10.5~~$18.5 billion from iShares ~~and~~ ETFs, institutional clients ~~respectively, partially offset by net outflows of $8.9 billion from~~and retail ~~clients.~~clients, respectively. Net flows in long-term products are described below.

Cash management net inflows of $11.6 billion primarily reflected net inflows into government funds partially offset by net outflows from prime strategies from Americas institutional and retail clients ahead of U.S. money market reform. Cash management net inflows also included net inflows from EMEA institutional clients into offshore funds.the Euro.

The following table presents the component changes in AUM by client type and product for the twelve months ended September 30, ~~2016.~~2017.

	September 30,		Net inflows					Market			FX			September 30,		Average		September 30,		Net inflows					Market			FX			September 30,		Average
(in millions)	2015		(outflows)			Acquisitions⁽¹⁾		change			impact⁽²⁾			2016		AUM⁽³⁾		2016		(outflows)			Acquisition⁽¹⁾		change			impact⁽²⁾			2017		AUM⁽³⁾
Retail:
Equity	$	184,265	$	(2,443	)	$	—	$	18,203		$	(3,894	)	$	196,131	$	192,360	$	196,131	$	4,751		$	-	$	22,417		$	2,369		$	225,668	$	207,806
Fixed income		210,605		14,175			—		6,755			(693	)		230,842		218,901		230,842		14,666			-		1,204			1,636			248,348		234,080
Multi-asset		120,486		(11,233	)		366		2,444			(694	)		111,369		114,089		111,369		(2,548	)		-		8,891			350			118,062		111,957
Alternatives		19,852		(2,358	)		—		(1,025	)		(33	)		16,436		18,374		16,436		(814	)		-		693			128			16,443		16,435
Retail subtotal		535,208		(1,859	)		366		26,377			(5,314	)		554,778		543,724		554,778		16,055			-		33,205			4,483			608,521		570,278
iShares:
iShares ETFs:
Equity		748,458		71,824			—		71,109			(381	)		891,010		821,038		891,010		180,138			-		150,283			6,964			1,228,395		1,049,435
Fixed income		246,712		72,177			—		11,342			(769	)		329,462		286,110		329,462		58,453			-		(5,239	)		3,591			386,267		345,114
Multi-asset		1,808		577			—		120			1			2,506		2,246		2,506		755			-		223			7			3,491		2,999
Alternatives		13,515		6,824			—		2,843			6			23,188		17,042		23,188		495			-		(1,448	)		49			22,284		20,724
iShares subtotal		1,010,493		151,402			—		85,414			(1,143	)		1,246,166		1,126,436
iShares ETFs subtotal																			1,246,166		239,841			-		143,819			10,611			1,640,437		1,418,272
Institutional:
Active:
Equity		116,718		(4,421	)		—		14,226			(2,753	)		123,770		120,066		123,770		(15,161	)		-		20,675			1,082			130,366		124,915
Fixed income		522,509		5,581			—		32,670			39			560,799		538,467		560,799		(1,700	)		-		3,168			(240	)		562,027		550,908
Multi-asset		245,776		10,674			—		27,244			(3,288	)		280,406		261,256		280,406		22,351			-		19,126			5,850			327,733		295,524
Alternatives		74,351		160			560		362			(755	)		74,678		74,820		74,678		4,553			3,264		2,092			511			85,098		78,678
Active subtotal		959,354		11,994			560		74,502			(6,757	)		1,039,653		994,609		1,039,653		10,043			3,264		45,061			7,203			1,105,224		1,050,025
Index:
Equity		1,223,796		(18,036	)		—		152,702			(3,334	)		1,355,128		1,289,332		1,355,128		(17,400	)		-		246,625			3,683			1,588,036		1,468,656
Fixed income		465,811		2,872			—		66,253			(27,771	)		507,165		473,484		507,165		89,725			-		(15,805	)		10,693			591,778		528,790
Multi-asset		6,931		(869	)		—		1,557			361			7,980		7,282		7,980		(296	)		-		371			(314	)		7,741		7,603
Alternatives		6,201		1,161			—		253			(387	)		7,228		6,454		7,228		(543	)		-		408			53			7,146		7,440
Index subtotal		1,702,739		(14,872	)		—		220,765			(31,131	)		1,877,501		1,776,552		1,877,501		71,486			-		231,599			14,115			2,194,701		2,012,489
Institutional subtotal		2,662,093		(2,878	)		560		295,267			(37,888	)		2,917,154		2,771,161		2,917,154		81,529			3,264		276,660			21,318			3,299,925		3,062,514
Long-term		4,207,794		146,665			926		407,058			(44,345	)		4,718,098		4,441,321		4,718,098		337,425			3,264		453,684			36,412			5,548,883		5,051,064
Cash management		285,692		27,323			80,635		29			(4,697	)		388,982		332,029		388,982		32,526			-		1,074			2,841			425,423		404,180
Advisory⁽⁴⁾		12,235		(1,963	)		—		(124	)		193			10,341		10,596		10,341		(7,573	)		-		(137	)		(45	)		2,586		4,323
Total	$	4,505,721	$	172,025		$	81,561	$	406,963		$	(48,849	)	$	5,117,421	$	4,783,946	$	5,117,421	$	362,378		$	3,264	$	454,621		$	39,208		$	5,976,892	$	5,459,567

⁽¹⁾ ~~Amounts represent $560 million of~~Amount represents AUM acquired in the ~~Infraestructura Institucional acquisition in October 2015, $366 million of AUM acquired in the FutureAdvisor acquisition in October 2015 and $80.6 billion of AUM acquired in the BofA Global Capital Management transaction in April 2016. The FutureAdvisor acquisition amount does not~~ ~~include AUM that was held in~~ ~~iShares~~ ~~holdings.~~First Reserve Transaction.

The following table presents component changes in AUM by investment style and product type for the twelve months ended September 30, 2017.

	September 30,		Net inflows					Market			FX			September 30,		Average
(in millions)	2016		(outflows)			Acquisition⁽¹⁾		change			impact⁽²⁾			2017		AUM⁽³⁾
Active:
Equity	$	281,726	$	(22,023	)	$	-	$	38,028		$	2,445		$	300,176	$	285,819
Fixed income		782,858		9,427			-		4,516			1,039			797,840		774,433
Multi-asset		391,775		19,803			-		28,017			6,200			445,795		407,481
Alternatives		91,114		3,739			3,264		2,785			639			101,541		95,113
Active subtotal		1,547,473		10,946			3,264		73,346			10,323			1,645,352		1,562,846
Index and iShares ETFs:
iShares ETFs:
Equity		891,010		180,138			-		150,283			6,964			1,228,395		1,049,435
Fixed income		329,462		58,453			-		(5,239	)		3,591			386,267		345,114
Multi-asset		2,506		755			-		223			7			3,491		2,999
Alternatives		23,188		495			-		(1,448	)		49			22,284		20,724
iShares ETFs subtotal		1,246,166		239,841			-		143,819			10,611			1,640,437		1,418,272
Non-ETF Index:
Equity		1,393,303		(5,787	)		-		251,689			4,689			1,643,894		1,515,558
Fixed income		515,948		93,264			-		(15,949	)		11,050			604,313		539,345
Multi-asset		7,980		(296	)		-		371			(314	)		7,741		7,603
Alternatives		7,228		(543	)		-		408			53			7,146		7,440
Non-ETF Index subtotal		1,924,459		86,638			-		236,519			15,478			2,263,094		2,069,946
Index & iShares ETFs subtotal		3,170,625		326,479			-		380,338			26,089			3,903,531		3,488,218
Long-term		4,718,098		337,425			3,264		453,684			36,412			5,548,883		5,051,064
Cash management		388,982		32,526			-		1,074			2,841			425,423		404,180
Advisory⁽⁴⁾		10,341		(7,573	)		-		(137	)		(45	)		2,586		4,323
Total	$	5,117,421	$	362,378		$	3,264	$	454,621		$	39,208		$	5,976,892	$	5,459,567

The following table presents component changes in AUM by product type for the twelve months ended September 30, ~~2016.~~

September 30,

Net
inflows

Market

FX

September 30,

Average

(in millions)

2015

(outflows)

Acquisitions⁽¹⁾

change

impact⁽²⁾

2016

AUM⁽³⁾

Equity:

Active

$
270,423

$
(10,814
)

$
—

$
26,313

$
(4,196
)

$
281,726

$
277,777

iShares

748,458

71,824

—

71,109

(381
)

891,010

821,038

Non-ETF index

1,254,356

(14,086
)

—

158,818

(5,785
)

1,393,303

1,323,981

Equity subtotal

2,273,237

46,924

—

256,240

(10,362
)

2,566,039

2,422,796

Fixed income:

Active

725,802

18,341

—

38,470

245

782,858

749,590

iShares

246,712

72,177

—

11,342

(769
)

329,462

286,110

Non-ETF index

473,123

4,287

—

67,208

(28,670
)

515,948

481,262

Fixed income subtotal

1,445,637

94,805

—

117,020

(29,194
)

1,628,268

1,516,962

Multi-asset

375,001

(851
)

366

31,365

(3,620
)

402,261

384,873

Alternatives:

Core

91,358

(1,424
)

560

(667
)

(1,096
)

88,731

90,760

Currency and commodities⁽⁴⁾

22,561

7,211

—

3,100

(73
)

32,799

25,930

Alternatives subtotal

113,919

5,787

560

2,433

(1,169
)

121,530

116,690

Long-term

4,207,794

146,665

926

407,058

(44,345
)

4,718,098

4,441,321

Cash management

285,692

27,323

80,635

29

(4,697
)

388,982

332,029

Advisory⁽⁵⁾

12,235

(1,963
)

—

(124
)

193

10,341

10,596

Total

$
4,505,721

$
172,025

$
81,561

$
406,963

$
(48,849
)

$
5,117,421

$
4,783,946

	September 30,		Net inflows					Market			FX			September 30,		Average
(in millions)	2016		(outflows)			Acquisition⁽¹⁾		change			impact⁽²⁾			2017		AUM⁽³⁾
Equity	$	2,566,039	$	152,328		$	-	$	440,000		$	14,098		$	3,172,465	$	2,850,812
Fixed income		1,628,268		161,144			-		(16,672	)		15,680			1,788,420		1,658,892
Multi-asset		402,261		20,262			-		28,611			5,893			457,027		418,083
Alternatives:
Core		88,731		3,569			3,264		2,773			831			99,168		92,758
Currency and commodities⁽⁵⁾		32,799		122			-		(1,028	)		(90	)		31,803		30,519
Alternatives subtotal		121,530		3,691			3,264		1,745			741			130,971		123,277
Long-term		4,718,098		337,425			3,264		453,684			36,412			5,548,883		5,051,064
Cash management		388,982		32,526			-		1,074			2,841			425,423		404,180
Advisory⁽⁴⁾		10,341		(7,573	)		-		(137	)		(45	)		2,586		4,323
Total	$	5,117,421	$	362,378		$	3,264	$	454,621		$	39,208		$	5,976,892	$	5,459,567

~~The following table presents component changes in AUM by investment style for the twelve months ended September 30, 2016.~~

AUM increased ~~$611.7~~$859.5 billion, or 17%, to ~~$5.117~~$6.0 trillion at September 30, 2017 from $5.1 trillion at September 30, 2016, ~~from $4.506 trillion at September 30, 2015,~~ driven ~~largely~~ by net market appreciation, positive net inflows, ~~and~~ ~~AUM acquired in the BofA Global Capital Management transaction, partially offset by the impact of foreign exchange movements~~.

Net market appreciation of $407.0 billion was driven by $256.2 billion from equity products, $117.0 billion from fixed income products and $31.4 billion from multi-asset products across the majority of strategies.

~~AUM decreased $48.8 billion due to~~ the impact of foreign exchange movements and AUM acquired in the First Reserve Transaction.

Net market appreciation of $454.6 billion was primarily ~~resulting from the strengthening of the~~driven by higher U.S. ~~dollar, largely against the British pound, partially offset by the weakening of the U.S. dollar against the Japanese yen.~~and global equity markets.

~~Net Inflows (Outflows)~~. Long-term net inflows of ~~$146.7~~$337.4 billion were comprised of ~~$151.4 billion of~~ net inflows ~~from~~ ~~iShares, partially offset by net outflows~~ of ~~$2.9~~$239.8 billion, $81.5 billion and ~~$1.9~~$16.1 billion from iShares ETFs, institutional clients and retail clients, respectively. Net flows in long-term products are described below.

•

iShares ETFs net inflows of $239.8 billion were led by equity net inflows of $180.1 billion, reflecting demand for iShares Core and broad market exposures. Fixed income net inflows of $58.5 billion reflected inflows into corporate investment grade, emerging markets debt and treasury bond funds.

Institutional index net inflows of ~~$151.4~~$71.5 billion were ~~led~~driven by fixed income net inflows of ~~$72.2~~$89.7 billion, ~~diversified across strategies and~~partially offset by equity net ~~inflows~~outflows of ~~$71.8 billion with strength in~~ ~~iShares~~ ~~Core ETFs and in developed and emerging market exposures. Commodity~~ ~~iShares~~ ~~generated $6.8 billion of net inflows.~~$17.4 billion.

Institutional active net inflows of ~~$12.0~~$10.0 billion reflected ~~active~~ multi-asset net inflows of ~~$10.7~~$22.4 billion and ~~active fixed income~~alternatives net inflows of ~~$5.6~~$4.6 billion, partially offset ~~by active equity net outflows of $4.4 billion.~~

~~Institutional index net outflows of $14.9 billion were driven~~ by equity net outflows of ~~$18.0 billion, partially offset by~~$15.2 billion. Multi-asset net inflows were driven by ongoing demand for the LifePath target-date series. Alternatives net inflows of $4.6 billion were led by inflows into ~~fixed income.~~infrastructure offerings. Equity net outflows of $15.2 billion were primarily from U.S. equity and global strategies.

Retail ~~net outflows of $1.9 billion reflected multi-asset net outflows of $11.2 billion, including a single-client transition out of mutual funds into a series of~~ ~~iShares~~ ~~across asset classes in the fourth quarter of 2015, partially offset by fixed income~~ net inflows of ~~$14.2~~$16.1 billion ~~diversified across strategies.~~ reflected net inflows of $11.5 billion internationally and $4.6 billion in the United States. Retail net inflows primarily reflected net inflows of $14.7 billion from fixed income products, led by core, unconstrained, emerging market and municipal bond strategies, and $4.8 billion from equity products.

Cash management AUM increased 9% to $425.4 billion, driven by $32.5 billion of net ~~inflows~~inflows.

AUM increased $39.2 billion due to the impact of ~~$27.3 billion~~foreign exchange movements, primarily ~~reflected net inflows into government funds~~due to the weakening of the U.S. dollar, largely against the Euro and British pound, partially offset by ~~net outflows from prime strategies from Americas institutional and retail clients ahead~~the strengthening of the U.S. ~~money market reform. Cash management net inflows also included net inflows from EMEA institutional clients into offshore funds.~~dollar against the Japanese yen.

5049

DISCUSSION OF FINANCIAL RESULTS

The Company’s results of operations for the three and nine months ended September 30, ~~2016~~2017 and ~~2015~~2016 are discussed below. For a further description of the Company’s revenue and expense, see the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2015~~2016 (“~~2015~~2016 Form 10-K”).

Revenue

	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	September 30,				September 30,				September 30,				September 30,
(in millions)	2016		2015		2016		2015		2017		2016		2017		2016
Investment advisory, administration fees and securities lending revenue:
Equity:
Active	$	409	$	427	$	1,201	$	1,296	$	421	$	409	$	1,235	$	1,201
iShares		691		673		1,970		2,085
iShares ETFs										836		691		2,333		1,970
Non-ETF index		170		158		508		511		170		170		509		508
Equity subtotal		1,270		1,258		3,679		3,892		1,427		1,270		4,077		3,679
Fixed income:
Active		427		402		1,237		1,162		442		427		1,281		1,237
iShares		188		139		512		407
iShares ETFs										210		188		595		512
Non-ETF index		78		70		217		210		88		78		257		217
Fixed income subtotal		693		611		1,966		1,779		740		693		2,133		1,966
Multi-asset		285		322		860		942		289		285		843		860
Alternatives:
Core		156		166		488		481		169		156		469		488
Currency and commodities		24		18		61		56		23		24		67		61
Alternatives subtotal		180		184		549		537		192		180		536		549
Long-term		2,428		2,375		7,054		7,150		2,648		2,428		7,589		7,054
Cash management		118		81		340		230		144		118		408		340
Total base fees		2,546		2,456		7,394		7,380		2,792		2,546		7,997		7,394
Investment advisory performance fees:
Equity		14		23		67		121		30		14		57		67
Fixed income		2		3		9		10		9		2		20		9
Multi-asset		1		3		6		19		2		1		14		6
Alternatives		41		179		84		302		150		41		218		84
Total performance fees		58		208		166		452		191		58		309		166
BlackRock Solutions and advisory		174		167		517		475
Technology and risk management revenue⁽¹⁾										175		152		497		439
Distribution fees		10		14		32		44		5		10		17		32
Other revenue		49		65		156		187
Advisory and other revenue
Advisory⁽¹⁾										25		22		74		78
Other										45		49		128		156
Advisory and other revenue										70		71		202		234
Total revenue	$	2,837	$	2,910	$	8,265	$	8,538	$	3,233	$	2,837	$	9,022	$	8,265

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 product type:

	Three Months Ended September 30,												Nine Months Ended September 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⁽²⁾
	2016			2015			2016			2015			2016			2015			2016			2015			2017			2016			2017			2016			2017			2016			2017			2016
Equity:
Active		16	%		18	%		6	%		6	%		16	%		17	%		6	%		7	%		15	%		16	%		5	%		6	%		15	%		16	%		5	%		6	%
iShares		27	%		27	%		17	%		17	%		27	%		28	%		17	%		17	%
iShares ETFs																										30	%		27	%		20	%		17	%		29	%		27	%		20	%		17	%
Non-ETF index		7	%		6	%		27	%		29	%		7	%		7	%		27	%		29	%		6	%		7	%		28	%		27	%		6	%		7	%		28	%		27	%
Equity subtotal		50	%		51	%		50	%		52	%		50	%		52	%		50	%		53	%		51	%		50	%		53	%		50	%		50	%		50	%		53	%		50	%
Fixed income:
Active		17	%		16	%		15	%		16	%		16	%		15	%		16	%		15	%		16	%		17	%		13	%		15	%		17	%		16	%		13	%		16	%
iShares		7	%		6	%		6	%		5	%		7	%		6	%		6	%		5	%
iShares ETFs																										8	%		7	%		6	%		6	%		7	%		7	%		6	%		6	%
Non-ETF index		3	%		3	%		10	%		10	%		3	%		3	%		10	%		10	%		3	%		3	%		10	%		10	%		3	%		3	%		10	%		10	%
Fixed income subtotal		27	%		25	%		31	%		31	%		26	%		24	%		32	%		30	%		27	%		27	%		29	%		31	%		27	%		26	%		29	%		32	%
Multi-asset		11	%		13	%		8	%		8	%		12	%		13	%		8	%		8	%		10	%		11	%		8	%		8	%		11	%		12	%		8	%		8	%
Alternatives:
Core		6	%		7	%		2	%		2	%		7	%		7	%		2	%		2	%		6	%		6	%		2	%		2	%		6	%		7	%		2	%		2	%
Currency and commodities		1	%		1	%		1	%		1	%		1	%		1	%		1	%		1	%		1	%		1	%		1	%		1	%		1	%		1	%		1	%		1	%
Alternatives subtotal		7	%		8	%		3	%		3	%		8	%		8	%		3	%		3	%		7	%		7	%		3	%		3	%		7	%		8	%		3	%		3	%
Long-term		95	%		97	%		92	%		94	%		96	%		97	%		93	%		94	%		95	%		95	%		93	%		92	%		95	%		96	%		93	%		93	%
Cash management		5	%		3	%		8	%		6	%		4	%		3	%		7	%		6	%		5	%		5	%		7	%		8	%		5	%		4	%		7	%		7	%
Total excluding Advisory AUM		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%

Three Months Ended September 30, ~~2016~~2017 Compared with Three Months Ended September 30, ~~2015~~2016

Revenue ~~decreased $73~~increased $396 million, or 3%14%, from the third quarter of ~~2015,~~2016, driven by ~~lower~~growth in base fees, performance fees, ~~partially offset by higher base fees~~ and ~~BlackRock Solutions~~ technology and ~~advisory~~risk management revenue.

Investment advisory, administration fees and securities lending revenue of ~~$2,546~~$2,792 million increased ~~$90~~$246 million from ~~$2,456~~$2,546 million in the third quarter of ~~2015~~2016, reflecting the impact of higher markets and organic growth ~~higher markets~~ on ~~long-term~~ average AUM ~~and the effect of AUM acquired~~ ~~in the BofA Global Capital Management transaction,~~, partially offset by ~~mix shift from equities~~previously announced pricing changes to ~~fixed income and cash products~~select investment products.. Securities lending revenue ~~of $142~~was $150 million in the current quarter ~~increased $27~~compared with $142 million ~~from~~in the third quarter of ~~2015, primarily reflecting higher average balances of securities on loan and higher spreads.~~

Investment advisory performance fees of ~~$58~~$191 million ~~decreased $150~~increased $133 million from the third quarter of ~~2015,~~2016, primarily reflecting improved performance in a broad range of hedge and long-only funds, including strong performance from a single hedge fund with an annual performance measurement period that ~~ended~~ends in the third ~~quarter~~quarter.

~~BlackRock Solutions~~ ~~and advisory revenue~~ ~~of $174~~$175 million increased $7$23 million from ~~$167~~$152 million in the third quarter of ~~2015.~~ 2016, reflecting ongoing demand for Aladdin~~BlackRock Solutions~~ and ~~advisory revenue included $152 million in~~ ~~Aladdin~~ ~~revenue compared with $135 million in the third quarter of 2015.~~other technology offerings.

Nine Months Ended September 30, ~~2016~~2017 Compared with Nine Months Ended September 30, ~~2015~~2016

Revenue ~~decreased $273~~increased $757 million, or 3%9%, from the nine months ended September 30, ~~2015,~~2016, driven by ~~lower~~growth in base fees, performance fees, and technology and risk management revenue, partially offset by ~~higher~~ ~~BlackRock Solutions~~ lower advisory and ~~advisory~~other revenue.

Investment advisory, administration fees and securities lending revenue of $7,997 million increased $603 million from $7,394 million ~~increased $14 million from $7,380 million in~~for the nine months ended September 30, ~~2015~~2016, reflecting the impact of higher markets and organic growth ~~and higher markets~~ on ~~long-term~~ average AUM, and the effect of AUM acquired in the BofA^® Global Capital Management transaction, ~~and lower yield-related fee waivers on certain money market funds,~~ partially offset by ~~mix shift from equities~~ previously announced pricing changes to ~~fixed~~

~~income and cash~~select investment products. Securities lending revenue ~~of $441~~was $447 million infor the nine months ended September 30, ~~2016 increased $65~~2017 compared with $441 million ~~from~~for the ~~prior year period, primarily reflecting an increase in average balances of securities on loan and higher spreads.~~nine months ended September 30, 2016.

Investment advisory performance fees of ~~$166~~$309 million ~~decreased $286~~increased $143 million from the nine months ended September 30, ~~2015,~~2016, primarily ~~driven by lower fees from equity~~reflecting improved performance in a broad range of hedge and ~~alternative products,~~long-only funds, including ~~the impact of the~~ strong performance from a single hedge fund with an annual performance measurement period that ends in the third ~~quarter~~quarter.

~~BlackRock Solutions~~ ~~and advisory revenue~~ ~~of $517~~$497 million increased ~~$42~~$58 million from ~~$475~~$439 million infor the nine months ended September 30, ~~2015.~~ 2016 reflecting ongoing demand for Aladdin~~BlackRock Solutions~~ and ~~advisory~~other technology offerings.

Advisory and other revenue ~~included $439~~ of $202 million in ~~Aladdin~~ ~~revenue compared with $390~~decreased $32 million infrom $234 million for the nine months ended September 30, ~~2015.~~

~~Otherrevenue~~ ~~of $156 million decreased $31 million from $187 million in the nine months of 2015, primarily~~2016, reflecting lower ~~transition management activity~~fees for distributing certain exchange-traded products, lower earnings from a strategic minority investment and lower commissions ~~during the current period.~~for sales of certain funds.

	Three Months Ended					Nine Months Ended					Three Months Ended				Nine Months Ended
	September 30,					September 30,					September 30,				September 30,
(in millions)	2016		2015			2016		2015			2017		2016		2017		2016
Expense, GAAP:
Employee compensation and benefits	$	969	$	1,023		$	2,893	$	3,016		$	1,088	$	969	$	3,108	$	2,893
Distribution and servicing costs		114		102			320		306			123		114		361		320
Amortization of deferred sales commissions		8		12			27		37			4		8		13		27
Direct fund expense		200		198			583		578			234		200		666		583
General and administration:
Marketing and promotional		72		76			232		251			76		72		231		232
Occupancy and office related		65		69			208		205			68		65		202		208
Portfolio services		57		57			164		164			68		57		195		164
Technology		41		40			129		121			51		41		145		129
Professional services		27		30			84		82			37		27		92		84
Communications		9		10			29		28			8		9		24		29
Other general and administration		41		37			100		119			55		41		125		100
Total general and administration expense		312		319			946		970			363		312		1,014		946
Restructuring charge		—		—			76		—			—		—		—		76
Amortization of intangible assets		25		34			75		104			27		25		77		75
Total expense, GAAP	$	1,628	$	1,688		$	4,920	$	5,011		$	1,839	$	1,628	$	5,239	$	4,920
Less non-GAAP expense adjustments:
Employee compensation and benefits:
PNC LTIP funding obligation		7		10			21		26			4		7		12		21
Compensation expense related to appreciation (depreciation) on deferred compensation plans		—		(5	)		—		(1	)
Restructuring charge		—		—			76		—			—		—		—		76
Total non-GAAP expense adjustments		7		5			97		25			4		7		12		97
Expense, as adjusted:
Employee compensation and benefits	$	962	$	1,018		$	2,872	$	2,991		$	1,084	$	962	$	3,096	$	2,872
Distribution and servicing costs		114		102			320		306			123		114		361		320
Amortization of deferred sales commissions		8		12			27		37			4		8		13		27
Direct fund expense		200		198			583		578			234		200		666		583
General and administration		312		319			946		970			363		312		1,014		946
Amortization of intangible assets		25		34			75		104			27		25		77		75
Total expense, as adjusted	$	1,621	$	1,683		$	4,823	$	4,986		$	1,835	$	1,621	$	5,227	$	4,823

Three Months Ended September 30, ~~2016~~2017 Compared with Three Months Ended September 30, ~~2015~~2016

GAAP. Expense ~~decreased $60~~increased $211 million from the third quarter of ~~2015,~~2016, driven primarily by ~~lower~~higher employee compensation and benefits expense, higher general and administration expense, and higher direct fund expense.

Employee compensation and benefits expense ~~decreased $54~~increased $119 million, or 5%12%, from the ~~three months ended September 30, 2015,~~third quarter of 2016, primarily reflecting ~~lower~~higher incentive compensation, driven primarily by ~~lower~~higher performance ~~fees.~~fees and operating income, and higher headcount. Employees at September 30, ~~2016~~2017 totaled approximately ~~13,000~~13,700 compared with approximately ~~12,900~~13,000 at September 30, ~~2015.~~2016.

~~Distribution and servicing costs~~ totaled $114 million compared with $102 million in the third quarter of 2015. These costs included payments to Bank of America/Merrill Lynch, primarily related to a global distribution agreement, and payments to PNC, as well as other third parties, primarily associated with the distribution and servicing of client investments in certain BlackRock products. Distribution and servicing costs for the third quarter of 2016 and 2015 included $50 million and $49 million, respectively, attributable to Bank of America/Merrill Lynch.

~~Amortization of intangible assets~~Direct fund expense ~~decreased $9~~ increased $34 million from the third quarter of ~~2015, primarily~~2016, reflecting ~~certain finite-lived intangible assets becoming fully amortized.~~higher average AUM.

General and administration expense increased $51 million from the third quarter of 2016, reflecting higher portfolio services, technology, and professional services expense, as well as increased foreign exchange remeasurement expense and contingent consideration fair value adjustments.

As Adjusted. Expense, as adjusted, ~~decreased $62~~increased $214 million, or 4%13%, to ~~$1,621~~$1,835 million from ~~$1,683~~$1,621 million in the third quarter of ~~2015.~~2016. The ~~decrease~~increase in total expense, as adjusted, is driven primarily ~~attributable to lower~~by higher employee compensation and benefits expense, higher general and administration expense, and higher direct fund expense.

Nine Months Ended September 30, ~~2016~~2017 Compared with Nine Months Ended September 30, ~~2015~~2016

GAAP. Expense ~~decreased $91~~increased $319 million from the nine months ended September 30, ~~2015, reflecting lower~~2016, driven primarily by higher employee compensation and benefits expense, higher direct fund expense, ~~discipline~~higher general and ~~lower amortization~~administration expense, and approximately $22 million of ~~intangible assets,~~expense associated with the strategic repositioning of the active equity platform, partially offset by a restructuring charge recorded in the first quarter of 2016.

Employee compensation and benefits expense ~~decreased $123~~increased $215 million, or 7%, from the nine months ended September 30, 2016, reflecting higher incentive compensation, higher headcount, and approximately $20 million of severance and accelerated compensation expense associated with the repositioning of the active equity platform.

Distribution and servicing costs increased $41 million, or 13%, from the nine months ended September 30, 2016, reflecting higher average AUM and the effect of AUM acquired in the BofA Global Capital Management transaction.

Direct fund expense increased $83 million from the nine months ended September 30, ~~2015,~~2016, reflecting ~~lower incentive compensation, driven primarily by lower operating income~~higher average AUM.

General and ~~performance fees, partially offset by~~administration expense increased $68 million from the nine months ended September 30, 2016, reflecting higher ~~headcount.~~portfolio services and technology expense, and the impact of foreign exchange remeasurement expense.

As Adjusted~~Distribution and servicing costs~~ ~~totaled $320~~. Expense, as adjusted, increased $404 million, ~~compared with $306~~or 8%, to $5,227 million from $4,823 million in the nine months ended September 30, ~~2015. Distribution~~2016. The increase in total expense, as adjusted, is driven primarily by higher employee compensation and ~~servicing costs for the nine months ended September 30, 2016 and 2015 included $156 million and $145 million, respectively, attributable to Bank of America/Merrill Lynch.~~

~~General~~benefit expense, higher direct fund expense, higher general and administration expense ~~decreased $24~~ and the $22 million ~~from~~expense associated with the ~~nine months ended September 30, 2015, primarily reflecting lower discretionary marketing and promotional spend in~~repositioning of the ~~current period.~~

~~Restructuring~~active equity platform. The restructuring charge ~~of $76 million, primarily comprised of severance and accelerated amortization expense of previously granted deferred compensation awards, was~~ recorded in the first quarter of 2016 ~~in connection with a project to streamline and simplify the organization.~~

~~Amortization of intangible assets expense~~ ~~decreased by $29 million from the nine months ended September 30, 2015, primarily reflecting certain finite-lived intangible assets becoming fully amortized.~~

~~As Adjusted~~. Expense, as adjusted, decreased $163 million, or 3%, to $4,823 million from $4,986 million in the nine months ended September 30, 2015. The decrease in total expense, as adjusted, is primarily attributable to lower employee compensation and benefits expense, expense discipline and lower amortization of intangible assets. The restructuring charge has been excluded from the as adjusted results.

The summary and reconciliation of U.S. GAAP nonoperating income (expense) to nonoperating income (expense), ~~less net income (loss) attributable to NCI~~as adjusted for the three and nine months ended September 30, ~~2016~~2017 and ~~2015~~2016 was as follows:

	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						September 30,						September 30,
(in millions)	2016			2015			2016			2015			2017			2016			2017			2016
Nonoperating income (expense), GAAP basis⁽¹⁾	$	1		$	(48	)	$	(72	)	$	(73	)	$	10		$	1		$	4		$	(72	)
Less: Net income (loss) attributable to NCI		2			(11	)		(2	)		(1	)		12			2			31			(2	)
Nonoperating income (expense), net of NCI		(1	)		(37	)		(70	)		(72	)
Compensation expense related to (appreciation) depreciation on deferred compensation plans		—			5			—			1
Nonoperating income (expense), as adjusted, net of NCI	$	(1	)	$	(32	)	$	(70	)	$	(71	)
Nonoperating income (expense), as adjusted, net of NCI⁽²⁾⁽³⁾													$	(2	)	$	(1	)	$	(27	)	$	(70	)

The components of nonoperating income (expense), ~~less net income (loss) attributable to NCI,~~as adjusted, for the three and nine months ended September 30, ~~2016~~2017 and ~~2015~~2016 were as follows:

	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						September 30,						September 30,
(in millions)	2016			2015			2016			2015			2017			2016			2017			2016
Net gain (loss) on investments⁽¹⁾⁽²⁾
Private equity	$	2		$	25		$	11		$	35		$	7		$	2		$	21		$	11
Real assets		2			5			5			9			1			2			2			5
Other alternatives⁽²⁾⁽³⁾		9			(10	)		13			(6	)		11			9			34			13
Other investments⁽³⁾⁽⁴⁾		16			(19	)		22			(23	)		10			16			35			22
Subtotal		29			1			51			15			29			29			92			51
Other gains⁽⁴⁾		—			—			—			45			—			—			5			—
Total net gain (loss) on investments⁽¹⁾⁽²⁾		29			1			51			60			29			29			97			51
Interest and dividend income		22			12			33			21			15			22			35			33
Interest expense		(52	)		(50	)		(154	)		(153	)		(46	)		(52	)		(159	)		(154	)
Net interest expense		(30	)		(38	)		(121	)		(132	)		(31	)		(30	)		(124	)		(121	)
Total nonoperating income (expense)⁽¹⁾		(1	)		(37	)		(70	)		(72	)
Compensation expense related to (appreciation) depreciation on deferred compensation plans		—			5			—			1
Nonoperating income (expense), as adjusted⁽¹⁾	$	(1	)	$	(32	)	$	(70	)	$	(71	)
Nonoperating income (expense), as adjusted⁽¹⁾⁽²⁾													$	(2	)	$	(1	)	$	(27	)	$	(70	)

~~Three Months Ended September 30, 2016 Compared with Three Months Ended September 30, 2015~~

~~Net gain (loss) on investments of $29 million increased $28 million from the three months ended September 30, 2015 due to higher marks in the current quarter.~~

~~Net interest~~Interest expense ~~in the current quarter reflected higher dividend income compared with the third quarter of 2015.~~

~~Nine Months Ended September 30, 2016 Compared with Nine Months Ended September 30, 2015~~

~~Net gain (loss) on investments of $51 million decreased $9 million from~~for the nine months ended September 30, ~~2015 due to~~2017 included a ~~$40~~“make-whole” redemption premium of $14 million ~~noncash gain~~ related to ~~BKCA recorded in~~refinancing the ~~first quarter of 2015, partially offset by higher marks in the nine months ended~~$700 million 6.25% notes, which were repaid prior to their September ~~30, 2016.~~2017 maturity.

~~Net interest expense in the current period reflected higher dividend income compared with the nine months ended September 30, 2015.~~

	GAAP												As Adjusted												GAAP												As Adjusted
	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						September 30,						September 30,						September 30,						September 30,						September 30,						September 30,
(in millions)	2016			2015			2016			2015			2016			2015			2016			2015			2017			2016			2017			2016			2017			2016			2017			2016
Operating income⁽¹⁾	$	1,209		$	1,222		$	3,345		$	3,527		$	1,216		$	1,227		$	3,442		$	3,552		$	1,394		$	1,209		$	3,783		$	3,345		$	1,398		$	1,216		$	3,795		$	3,442
Total nonoperating income (expense)^(1),(2)		(1	)		(37	)		(70	)		(72	)		(1	)		(32	)		(70	)		(71	)
Total nonoperating income (expense)⁽¹⁾⁽²⁾																										(2	)		(1	)		(27	)		(70	)		(2	)		(1	)		(27	)		(70	)
Income before income taxes⁽²⁾	$	1,208		$	1,185		$	3,275		$	3,455		$	1,215		$	1,195		$	3,372		$	3,481		$	1,392		$	1,208		$	3,756		$	3,275		$	1,396		$	1,215		$	3,768		$	3,372
Income tax expense	$	333		$	342		$	954		$	971		$	361		$	351		$	1,010		$	969		$	445		$	333		$	1,090		$	954		$	427		$	361		$	1,074		$	1,010
Effective tax rate		27.6	%		28.8	%		29.1	%		28.1	%		29.7	%		29.3	%		30.0	%		27.8	%		32.0	%		27.6	%		29.0	%		29.1	%		30.6	%		29.7	%		28.5	%		30.0	%

2017. The three and nine months ended September 30, 2017 income tax expense (GAAP) reflected net noncash expense of $19 million related to the revaluation of certain deferred income tax liabilities as a result of domestic state and local tax changes.

The nine months ended September 30, 2017 income tax expense (GAAP) also included an $81 million discrete tax benefit, reflecting the adoption of new accounting guidance related to stock-based compensation awards that vested in the first quarter of 2017. See Note 2, Significant Accounting Policies, for further information.

The as adjusted effective tax rate of 30.6% and 28.5% for the three and nine months ended September 30, 2017, respectively, excluded the net noncash expense of $19 million mentioned above as it will not have a cash flow impact and to ensure comparability among periods presented.

2016.The three and nine months ended September 30, 2016 income tax expense (GAAP) reflected:

The as adjusted effective tax rate of 29.7% and 30.0%, for the three and nine months ended September 30, 2016, respectively, excluded the net noncash benefit of $26 million mentioned above, as it will not have a cash flow impact and to ensure comparability among periods presented.

~~2015.~~ The three months ended September 30, 2015 income tax expense (GAAP) reflected a $6 million net noncash tax benefit, primarily related to the revaluation of certain deferred income tax liabilities, which has been excluded from as adjusted results.

~~The nine months ended September 30, 2015 income tax expense (GAAP) reflected:~~

The as adjusted effective tax rate of 29.3% and 27.8% for the three and nine months ended September 30, 2015, respectively, excluded the net noncash benefit of $6 million and the net noncash expense of $10 million, respectively, mentioned above, as it will not have a cash flow impact and to ensure comparability among periods presented.

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 and consolidated sponsored investment funds, including consolidated VIEs.

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 ~~BlackRock, Inc.~~ stockholders’ equity or cash flows. Management views the as adjusted balance sheet, a non-GAAP financial measure, as an economic presentation of the Company’s 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~~that 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 ~~Company’s~~ 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 its clients.

In addition, the Company records on its condensed consolidated statements of financial condition the separate account collateral received under BlackRock Life Limited 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. The collateral is not available to creditors of the Company, and the borrowers under the securities lending arrangements have no recourse to the Company’s assets.

The Company consolidates certain sponsored investment funds accounted for as voting rights entities (“VREs”) and VIEs, (collectively, “Consolidated Sponsored Investment Funds”). See Note 2, Significant Accounting Policies, in the notes to the consolidated financial statements contained in the ~~2015~~2016 Form 10-K for ~~further~~more information on the Company’s consolidation policy.

The Company cannot readily access cash and cash equivalents or other assets held by Consolidated Sponsored Investment Funds to use in its operating activities. In addition, the Company cannot readily sell investments held by Consolidated Sponsored Investment Funds in order to obtain cash for use in the Company’s operations.

	September 30, 2016									September 30, 2017
(in millions)	GAAP Basis		Separate Account Assets/ Collateral⁽¹⁾		Consolidated Sponsored Investment Funds⁽²⁾			As Adjusted		GAAP Basis		Separate Account Assets/ Collateral⁽¹⁾		Consolidated Sponsored Investment Funds⁽²⁾			As Adjusted
Assets
Cash and cash equivalents	$	5,454	$	—	$	52		$	5,402	$	6,165	$	—	$	63		$	6,102
Accounts receivable		2,601		—		—			2,601		3,183		—		—			3,183
Investments		1,731		—		62			1,669		1,928		—		28			1,900
Assets of consolidated VIEs
Assets of consolidated VIEs:
Cash and cash equivalents		161		—		161			—		82		—		82			—
Investments		1,411		—		439			972		1,286		—		238			1,048
Other assets		183		—		183			—		46		—		46			—
Separate account assets and collateral held under securities lending agreements		183,169		183,169		—			—		175,369		175,369		—			—
Other assets⁽³⁾		1,518		—		(11	)		1,529		1,882		—		8			1,874
Subtotal		196,228		183,169		886			12,173		189,941		175,369		465			14,107
Goodwill and intangible assets, net		30,511		—		—			30,511		30,626		—		—			30,626
Total assets	$	226,739	$	183,169	$	886		$	42,684	$	220,567	$	175,369	$	465		$	44,733
Liabilities
Accrued compensation and benefits	$	1,481	$	—	$	—		$	1,481	$	1,614	$	—	$	—		$	1,614
Accounts payable and accrued liabilities		1,354		—		—			1,354		1,652		—		—			1,652
Liabilities of consolidated VIEs		272		—		272			—		319		—		319			—
Borrowings		4,961		—		—			4,961		5,000		—		—			5,000
Separate account liabilities and collateral liabilities under securities lending agreements		183,169		183,169		—			—		175,369		175,369		—			—
Deferred income tax liabilities⁽⁴⁾		4,832		—		—			4,832		4,966		—		—			4,966
Other liabilities		1,109		—		(43	)		1,152		1,230		—		(229	)		1,459
Total liabilities		197,178		183,169		229			13,780		190,150		175,369		90			14,691
Equity
Total stockholders’ equity		28,904		—		—			28,904		30,042		—		—			30,042
Noncontrolling interests		657		—		657			—		375		—		375			—
Total equity		29,561		—		657			28,904		30,417		—		375			30,042
Total liabilities and equity	$	226,739	$	183,169	$	886		$	42,684	$	220,567	$	175,369	$	465		$	44,733

The following discussion summarizes the significant changes in assets and liabilities on a GAAP basis. Please see the condensed consolidated statements of financial condition as of September 30, ~~2016~~2017 and December 31, ~~2015~~2016 contained in Part I, Item 1 of this filing. 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.

Assets. Cash and cash equivalents at September 30, ~~2016~~2017 and December 31, ~~2015~~2016 included ~~$60~~$73 million and ~~$100~~$53 million, respectively, of cash held by consolidated ~~sponsored investment funds~~VREs (see Liquidity and Capital Resources for details on the change in cash and cash equivalents during the ~~three and~~ nine months ended September 30, ~~2016)~~2017).

Accounts receivable at September 30, ~~2016~~2017 increased ~~$364~~$833 million from December 31, ~~2015~~2016 primarily due to an increase in unit trust receivables (substantially offset by an increase in unit trust payables recorded within accounts payable and accrued liabilities). and higher BlackRock mutual funds, iShares ETFs and performance fee receivables. Investments were ~~$1,731~~$1,928 million at September 30, ~~2016~~2017 (for more information see Investments herein). Goodwill and intangible assets increased ~~$16~~$145 million from December 31, ~~2015,~~2016, primarily due to the ~~BofA Global Capital Management transaction,~~First Reserve Transaction and Cachematrix Transaction, partially offset by ~~$75~~$77 million of amortization of intangible assets. Other assets (including property and equipment) increased ~~$82~~$258 million from December 31, ~~2015,~~2016, primarily related to an increase in current taxes receivable, ~~and earnings from~~ certain strategic ~~investments.~~investments and other assets.

Liabilities. Accrued compensation and benefits at September 30, ~~2016~~2017 decreased ~~$490~~$266 million from December 31, ~~2015,~~2016, primarily due to ~~2015~~2016 incentive compensation cash payments in the first quarter of ~~2016,~~2017, partially offset by ~~2016~~2017 incentive compensation accruals. Accounts payable and accrued liabilities at September 30, ~~2016~~2017 increased ~~$286~~$558 million from December 31, ~~2015~~2016 due to higher unit trust payables (substantially offset by an increase in unit trust receivables recorded within accounts receivable).

Net deferred income tax liabilities at September 30, ~~2016 decreased $19~~2017 increased $126 million, ~~primarily as a result~~partially due to the effects of temporary differences associated with stock-based compensation and intangibles. The change also reflects the revaluation of certain deferred income tax liabilities ~~due to the~~as a result of domestic state and local tax ~~legislation enacted in the United Kingdom.~~changes. Other liabilities increased ~~$76~~$223 million from December 31, ~~2015,~~2016, primarily ~~resulting from~~related to an increase in contingent liabilities related to the ~~BofA Global Capital Management transaction~~.First Reserve Transaction, uncertain tax positions, and other operating liabilities.

The Company’s investments and investments of consolidated VIEs (collectively, “Total Investments”) were ~~$1,731~~$1,928 million and ~~$1,411~~$1,286 million, respectively, at September 30, ~~2016.~~2017. Total Investments include consolidated investments held by sponsored investment funds accounted for as VREs and VIEs. Management reviews BlackRock’s Total Investments on an “economic” basis, which eliminates the portion of Total Investments that does not impact BlackRock’s book value or net income attributable to BlackRock. 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 Total Investments that is owned by the Company, net of NCI, as a gauge to measure the impact of changes in net nonoperating income (expense) 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~~helpful measure for investors. The economic impact of Total Investments held pursuant to deferred compensation arrangements is offset by a change in compensation expense. The impact of certain 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.

	September 30,			December 31,			September 30,			December 31,
(in millions)	2016			2015			2017			2016
Investments, GAAP	$	1,731		$	1,578		$	1,928		$	1,595
Investments held by consolidated VIEs, GAAP		1,411			1,030			1,286			1,008
Total Investments		3,142			2,608			3,214			2,603
Investments held by consolidated VIEs								(1,286	)		(1,008	)
Investments held by consolidated VREs		(575	)		(700	)		(507	)		(465	)
Investments held by consolidated VIEs		(1,411	)		(1,030	)
Net interest in consolidated VREs		513			616			479			444
Net interest in consolidated VIEs⁽¹⁾		972			733			1,048			840
Total Investments, as adjusted		2,641			2,227			2,948			2,414
Federal Reserve Bank stock		(89	)		(93	)		(90	)		(89	)
Deferred compensation investments		(67	)		(79	)		(58	)		(66	)
Hedged investments		(526	)		(407	)		(538	)		(614	)
Carried interest (VIEs/VREs)		(108	)		(100	)		(280	)		(126	)
Total “economic” investment exposure	$	1,851		$	1,548		$	1,982		$	1,519

The following table represents the carrying value of the Company’s economic investment exposure, by asset type, at September 30, ~~2016~~2017 and December 31, ~~2015:~~2016:

	September 30,		December 31,		September 30,		December 31,
(in millions)	2016		2015		2017		2016
Private equity	$	348	$	375	$	333	$	334
Real assets		109		104		304		94
Other alternatives⁽¹⁾		238		227		254		245
Other investments⁽²⁾		1,156		842		1,091		846
Total “economic” investment exposure	$	1,851	$	1,548	$	1,982	$	1,519

As adjusted investment activity for the nine months ended September 30, ~~2016~~2017 was as follows:

(in millions)
Total Investments, as adjusted, December 31, 2015	$	2,227
Total Investments, as adjusted, December 31, 2016				$	2,414
Purchases/capital contributions		980			830
Sales/maturities		(583	)		(603	)
Distributions⁽¹⁾		(80	)		(67	)
Market appreciation(depreciation)/earnings from equity method investments		98			183
Carried interest capital allocations/distributions received		8
Carried interest capital allocations/(distributions)/acquired					154
Other		(9	)		37
Total Investments, as adjusted, September 30, 2016	$	2,641
Total Investments, as adjusted, September 30, 2017				$	2,948

BlackRock Cash Flows Excluding the Impact of Consolidated Sponsored Investment Funds

The condensed consolidated statements of cash flows include the cash flows of the Consolidated Sponsored Investment Funds. The Company uses an adjusted cash flow statement, which excludes the impact of Consolidated Sponsored Investment Funds, 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, 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 condensed consolidated statements of cash flows, excluding the impact of the cash flows of Consolidated Sponsored InvestmentFunds:

(in millions)	GAAP Basis			Impact on Cash Flows of Consolidated Sponsored Investment Funds			Cash Flows Excluding Impact of Consolidated Sponsored Investment Funds			GAAP Basis			Impact on Cash Flows of Consolidated Sponsored Investment Funds			Cash Flows Excluding Impact of Consolidated Sponsored Investment Funds
Cash and cash equivalents, December 31, 2015	$	6,083		$	100		$	5,983
Cash and cash equivalents, December 31, 2016										$	6,091		$	53		$	6,038
Cash flows from operating activities		962			(1,003	)		1,965			2,486			(252	)		2,738
Cash flows from investing activities		(243	)		(36	)		(207	)		(490	)		(52	)		(438	)
Cash flows from financing activities		(1,180	)		999			(2,179	)		(2,083	)		324			(2,407	)
Effect of exchange rate changes on cash and cash equivalents		(168	)		—			(168	)		161			—			161
Net change in cash and cash equivalents		(629	)		(40	)		(589	)		74			20			54
Cash and cash equivalents, September 30, 2016	$	5,454		$	60		$	5,394
Cash and cash equivalents, September 30, 2017										$	6,165		$	73		$	6,092

Sources of BlackRock’s operating cash primarily include investment advisory, administration fees and securities lending revenue, performance fees, revenue from ~~BlackRock Solutions~~technology and risk management services, advisory ~~products~~ and ~~services,~~ other revenue and distribution fees. BlackRock uses its cash to pay all operating expense, interest and principal on 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.

For details of the Company’s GAAP cash flows from operating, investing and financing activities, see the Condensed Consolidated Statements of Cash Flows contained in Part I, Item 1 of this filing.

~~The details of the Company’s cash flows excluding the impact of consolidated sponsored investment funds are described below.~~

Cash flows from operating activities, excluding the impact of Consolidated Sponsored Investment Funds, primarily include the receipt of investment advisory and administration fees, securities lending revenue and ~~other revenue~~performance fees offset by the payment of operating expenses incurred in the normal course of business, including year-end incentive compensation accrued for in the prior year.

Cash outflows from investing activities, excluding the impact of Consolidated Sponsored Investment Funds, for the nine months ended September 30, ~~2016~~2017 were ~~$207~~$438 million and primarily reflected ~~$290~~$404 million of investment purchases, ~~$88~~$100 million of purchases of property and equipment, ~~and $30~~$73 million related to the ~~BofA Global Capital Management transaction,~~First Reserve Transaction and $29 million related to the Cachematrix Transaction, partially offset by ~~$175~~$142 million of net proceeds from sales and maturities of certain investments.

Cash outflows from financing activities, excluding the impact of Consolidated Sponsored Investment Funds, for the nine months ended September 30, ~~2016~~2017 were ~~$2,179~~$2,407 million, primarily resulting from ~~$1,118~~$1,133 million of share repurchases, including ~~$850~~$825 million in open ~~market-transactions~~market transactions and ~~$268~~$308 million of employee tax withholdings related to employee stock transactions, ~~and $1,171~~$1,259 million of cash dividend payments and $700 million of repayments of long-term borrowings, partially offset by ~~$81~~$697 million of ~~excess tax benefits~~proceeds from ~~vested stock-based compensation awards.~~issuance of long-term borrowings.

The Company manages its financial condition and funding to maintain appropriate liquidity for the business. Liquidity resources at September 30, ~~2016~~2017 and December 31, ~~2015~~2016 were as follows:

	September 30,			December 31,			September 30,			December 31,
(in millions)	2016			2015			2017			2016
Cash and cash equivalents⁽¹⁾	$	5,454		$	6,083		$	6,165		$	6,091
Cash and cash equivalents held by consolidated sponsored investment funds, excluding VIEs⁽²⁾		(60	)		(100	)
Cash and cash equivalents held by consolidated VREs⁽²⁾								(73	)		(53	)
Subtotal		5,394			5,983			6,092			6,038
Credit facility – undrawn		4,000			4,000			4,000			4,000
Total liquidity resources⁽³⁾	$	9,394		$	9,983		$	10,092		$	10,038

Total liquidity resources ~~decreased $589~~increased $54 million during the nine months ended September 30, ~~2016,~~2017, primarily reflecting cash flows from operating activities, partially offset by cash payments of ~~2015~~2016 year-end incentive awards, share repurchases of ~~$1,118~~$1,133 million and cash dividend payments of ~~$1,171 million, partially offset by cash flows from other operating activities.~~$1,259 million.

A significant portion of the Company’s ~~$2,641~~$2,948 million of Total Investments, as adjusted, is illiquid in nature and, as such, cannot be readily convertible to cash.

Share Repurchases. In January 2017, the Board of Directors approved an increase in the shares that may be repurchased under the Company’s existing share repurchase program to allow for the repurchase of an additional 6 million shares for a total up to 9 million shares of BlackRock common stock.

The Company repurchased ~~2.4~~2.1 million common shares in ~~open-market~~open market transactions under the share repurchase program for approximately ~~$850~~$825 million during the nine months ended September 30, ~~2016.~~

2017. At September 30, ~~2016,~~2017, there were ~~3.8~~6.9 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 and other fiduciary 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 September 30, ~~2016~~2017 and December 31, ~~2015,~~2016, the Company was required to maintain approximately ~~$1.3~~$1.7 billion and ~~$1.1~~$1.4 billion, respectively, 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. The Company was in compliance with all applicable regulatory net capital requirements.

At September 30, ~~2016,~~2017, the principal amount of long-term borrowings outstanding was ~~$4.987~~$5.0 billion. See Note 12, Borrowings, in the ~~2015~~2016 Form 10-K for more information on borrowings outstanding as of December 31, ~~2015.~~2016.

In March 2017, the Company issued $700 million in aggregate principal amount of 3.20% senior unsecured and unsubordinated notes maturing on March 15, 2027 (the “2027 Notes”). Interest is payable semi-annually on March 15 and September 15 of each year, commencing September 15, 2017, and is approximately $22 million per year. The 2027 Notes may be redeemed prior to maturity at any time in whole or in part at the option of the Company at a “make-whole” redemption price. The unamortized discount and debt issuance costs are being amortized over the remaining term of the 2027 Notes.

In April 2017, the net proceeds of the 2027 Notes were used to fully repay $700 million in aggregate principal amount outstanding of 6.25% notes prior to their maturity in September 2017.

During the nine months ended September 30, ~~2016,~~2017, the Company paid approximately ~~$142~~$149 million of interest on long-term borrowings. Future principal repayments and interest requirements at September 30, ~~2016~~2017 were as follows:

(in millions)
Year	Principal		Interest		Total Payments		Principal		Interest		Total Payments
Remainder of 2016	$	—	$	54	$	54
2017		700		196		896
Remainder of 2017							$	—	$	54	$	54
2018		—		152		152		—		175		175
2019	1,000			152		1,152		1,000		175		1,175
2020		—		102		102		—		125		125
2021		750		86		836		750		109		859
2022								750		80		830
Thereafter⁽¹⁾		2,537		139		2,676		2,528		184		2,712
Total	$	4,987	$	881	$	5,868	$	5,028	$	902	$	5,930

Lease Commitment. In May 2017, the Company entered into an agreement with 50 HYMC Owner LLC, for the lease of approximately 847,000 square feet of office space located at 50 Hudson Yards, New York, New York. The term of the lease is twenty years from the date that rental payments begin, expected to occur in May 2023, with the option to renew for a specified term.

Future minimum commitments of annual base rental payments under this operating lease are as follows:

Carried Interest Clawback. 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 clawback provisions in Total Investments, or cash/cash of consolidated VIEs to the extent that it is distributed, and as a deferred carried interest liability/other liabilities of consolidated VIEs on its condensed consolidated statements of financial condition. Carried interest is recorded as performance fees on BlackRock’s condensed consolidated statements of income upon the earlier of the termination of the investment fund or when the likelihood of clawback is considered 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 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 September 30, ~~2016,~~2017, the Company indemnified certain of its clients for their securities lending loan balances of approximately ~~$171.8~~$197.6 billion. The Company held, as agent, cash and securities totaling ~~$182.5~~$210.6 billion as collateral for indemnified securities on loan at September 30, ~~2016.~~2017. The fair value of these indemnifications was not material at September 30, ~~2016.~~2017.

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.

The preparation of 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 revenue and expense during the reporting periods. Actual results could differ significantly from those estimates. Management considers the following critical accounting policies important to understanding the condensed consolidated financial statements. For a summary of these and additional accounting policies see Note 2, Significant Accounting Policies, in the condensed consolidated financial statements contained in Part I, Item 1 of this filing and Critical Accounting Policies in Management’s Discussion and Analysis of Financial Condition and Results of Operations in the ~~2015~~2016 Form 10-K and Note 2, Significant Accounting Policies, in the ~~2015~~2016 Form 10-K for further information.

Consolidation. In the normal course of business, the Company is the manager of various types of sponsored investment vehicles. The Company performs an analysis for investment products to determine if the product is a VIE or a VRE. Assessing whether an entity is a VIE or a VRE involves judgment and analysis. Factors considered in this assessment include the entity’s legal organization, the entity’s capital structure and equity ownership, and any related party or de facto agent implications of the Company’s involvement with the entity. Investments that are determined to be VREs are consolidated if the Company can exert control over the financial and operating policies of the investee, which generally exists if there is greater than 50% voting interest. See Note 4, Consolidated Voting ~~Right~~Rights Entities, in the notes to the condensed consolidated financial statements for more information. Investments that are determined to be VIEs are consolidated if the Company is the primary beneficiary (“PB”) of the entity.

At September 30, ~~2016,~~2017, BlackRock was determined to be the PB for certain investment ~~products~~funds that were determined to be VIEs, which required BlackRock to consolidate them. BlackRock was deemed to be the PB because it has the power to direct the activities that most significantly impact the entities’ economic performance and has the obligation to absorb losses or the right to receive benefits that potentially could be significant to the VIE. The Company generally consolidates VIEs in which it holds an equity ownership interest of 10% or greater and deconsolidates such VIEs once equity ownership falls below 10%. See Note 5, Variable Interest Entities, in the notes to the condensed consolidated financial statements ~~contained in the Part 1, Item 1 of this filing~~ for more information.

Fair Value Measurements. The Company’s assessment of the significance of a particular input to the fair value measurement according to the fair value hierarchy (i.e., Level 1, 2 and 3 inputs, as defined) in its entirety requires judgment and considers factors specific to the financial instrument. See Note 2, Significant Accounting Policies, in the condensed consolidated financial statements ~~contained in Part I, Item 1 of this filing~~ for more information on fair value measurements.

Investment Advisory Performance Fees / Carried Interest. The Company receives investment advisory performance fees or incentive allocations, from certain actively managed investment funds and certain separately managed ~~accounts (“SMAs”).~~accounts. These performance fees are dependent upon exceeding specified relative 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.

In addition, the Company is allocated carried interest from certain alternative investment products upon exceeding performance thresholds. BlackRock may be required to reverse/return all, or part, of such carried interest allocations depending upon future performance of these funds. Therefore, BlackRock records carried interest subject to such clawback provisions in Total Investments, or cash/cash of consolidated VIEs to the extent that it is distributed, on its condensed consolidated statements of financial condition. Carried interest is recorded as performance fee revenue upon the earlier of the termination of the investment fund or when the likelihood of clawback is considered mathematically improbable.

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. At September 30, ~~2016~~2017 and December 31, ~~2015,~~2016, the Company had ~~$128~~$303 million and ~~$143~~$152 million, respectively, of deferred carried interest recorded in other liabilities/other liabilities of consolidated VIEs on the condensed consolidated statements of financial condition. A portion of the deferred carried interest liability will be paid to certain employees. The ultimate timing of the recognition of performance fee revenue, if any, for these products is unknown.

The following table presents changes in the deferred carried interest liability (including the portion related to consolidated VIEs) for the three and nine months ended September 30, ~~2016~~2017 and ~~2015:~~2016:

	Three Months Ended						Nine Months Ended						Three Months Ended					Nine Months Ended
	September 30,						September 30,						September 30,					September 30,
(in millions)	2016			2015			2016			2015			2017		2016			2017			2016
Beginning balance	$	131		$	172		$	143		$	105		$	280	$	131		$	152		$	143
Net increase (decrease)		8			(3	)		7			70
Net increase (decrease) in unrealized allocations														23		8			52			7
Performance fee revenue recognized		(11	)		(12	)		(22	)		(18	)		—		(11	)		(12	)		(22	)
Acquisition														—		—			111			—
Ending balance	$	128		$	157		$	128		$	157		$	303	$	128		$	303		$	128

Revenue from Contracts with Customers. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The guidance also changes the accounting for certain contract costs and revises the criteria for determining if an entity is acting as a principal or agent in certain arrangements. The Company continues to evaluate the impact of ASU 2014-09 on the presentation and recognition of its revenue contracts and certain contract costs. The most significant change identified to date relates to the presentation of certain distribution costs, which are currently presented net against revenues (contra-revenue) and will likely be presented as an expense on a gross basis. The Company currently expects such net gross up to annual revenue to be approximately $1 billion with a corresponding gross up to annual expense. Consequently, the Company expects its GAAP operating margin to decline upon adoption of the new guidance due to the gross up of revenue. However, it currently does not expect any material impact to its as adjusted operating margin. The Company is currently evaluating which transition method it will apply when it adopts the new revenue recognition guidance in the first quarter of 2018.

For accounting pronouncements that the Company adopted during the nine months ended September 30, ~~2016~~2017 and for additional recent accounting pronouncements not yet adopted, see Note 2, Significant Accounting Policies, in the condensed consolidated financial statements contained in Part I, ~~Item~~Items 1 of this filing.

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 September 30, ~~2016,~~2017, 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 assets, 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 September 30, ~~2016,~~2017, the Company had outstanding total return ~~swaps and interest rate~~ swaps with an aggregate notional value of approximately ~~$478 million and $48 million, respectively.~~$538 million. At September 30, 2017, there were no outstanding interest rate swaps.

At September 30, ~~2016,~~2017, approximately ~~$2.0~~$1.8 billion of BlackRock’s Total Investments were maintained in consolidated sponsored investment funds accounted for as VREs and VIEs. 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 ~~$1,851~~$1,982 million. See Balance Sheet Overview- Investments and Investments of Consolidated VIEs in Management’s Discussion and Analysis of Financial Condition and Results of Operations for further information on the Company’s Total Investments.

Equity Market Price Risk. At September 30, ~~2016,~~2017, the Company’s net exposure to equity market price risk in its investment portfolio was approximately ~~$906~~$816 million of the Company’s total economic investment exposure. Investments subject to market price risk include private equity and real assets 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 ~~$90.6~~$81.6 million in the carrying value of such investments.

Interest Rate/Credit Spread Risk. At September 30, ~~2016,~~2017, the Company was exposed to interest-rate risk and credit spread risk as a result of approximately ~~$945~~$1,166 million of Total 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 ~~$21.8~~$20.3 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 British pound ~~sterling~~ and ~~euro,~~Euro, was ~~$479~~$404 million at September 30, ~~2016.~~2017. A 10% adverse change in the applicable foreign exchange rates would result in approximately a ~~$47.9~~$40.4 million decline in the carrying value of such investments.

Other Market Risks. The Company executes forward foreign currency exchange contracts to mitigate the risk of certain foreign exchange risk movements. At September 30, ~~2016,~~2017, the Company had outstanding forward foreign currency exchange contracts with an aggregate notional value of approximately ~~$121 million.~~$1.3 billion.

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) as of the end of the period covered by this quarterly report on Form 10-Q. 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 were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, ~~2016~~2017 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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, BlackRock advised investment portfolios may be subject to lawsuits, any of which potentially could harm the investment returns of the applicable portfolio or result in the Company being liable to the portfolios for any resulting damages.

On May 27, 2014, certain purported investors in the BlackRock Global Allocation Fund, Inc. and the BlackRock Equity Dividend Fund (collectively, the “Funds”) filed a consolidated complaint (the “Consolidated Complaint”) in the U.S. District Court for the District of New Jersey against BlackRock Advisors, LLC, BlackRock Investment Management, LLC and BlackRock International Limited ~~(collectively, the “Defendants”)~~ under the caption In re BlackRock Mutual Funds Advisory Fee Litigation. The Consolidated Complaint, which purports to be brought derivatively on behalf of the Funds, alleges that the ~~Defendants~~defendants violated Section 36(b) of the Investment Company Act by receiving allegedly excessive investment advisory fees from the Funds. On February 24, 2015, the same plaintiffs filed another complaint in the same court against BlackRock Investment Management, LLC and BlackRock Advisors, LLC. The allegations and legal claims in both complaints are substantially similar, with the new complaint purporting to challenge fees received by ~~Defendants~~defendants after the plaintiffs filed their prior complaint. Both complaints seek, among other things, to recover on behalf of the Funds all allegedly excessive advisory fees received by ~~Defendants~~defendants in the twelve month period preceding the start of each lawsuit, along with purported lost investment returns on those amounts, plus interest. ~~On March 25, 2015, Defendants’ motion to dismiss the Consolidated Complaint was denied.~~ The ~~Defendants~~defendants believe the claims in both lawsuits are without merit and intend to vigorously defend the actions.

On September 25, 2017, the defendants filed a motion for summary judgment to dismiss the lawsuit.

Between November 12, 2015 and November 16, 2015, BlackRock, Inc., BlackRock Realty Advisors, Inc. (“BRA”) ~~and the~~, BlackRock US Core Property Fund, Inc. (formerly known as BlackRock Granite Property Fund, Inc.) (“Granite Fund”), ~~along with~~and certain other Granite ~~Fund-related~~Fund related entities (collectively, the “BlackRock Parties”) were named as defendants in thirteen ~~separate~~ lawsuits filed in the Superior Court of the State of California for the County of Alameda arising out of the June 16, 2015 collapse of a balcony at the Library Gardens apartment complex in Berkeley, California (the “Property”). The Property is indirectly owned by the Granite Fund, which is managed by BRA. The plaintiffs also named as defendants in the lawsuits Greystar, which ~~is the property manager of~~manages the Property, and certain other non-BlackRock related entities, including the developer of the Property, building contractors and building materials suppliers. The plaintiffs allege, among other things, that the BlackRock Parties were negligent in their ownership, control and maintenance of the Property’s balcony, and seek monetary, including punitive, damages. Additionally, on March 16, 2016, three former tenants of the Library Gardens apartment unit that experienced the balcony collapse sued the BlackRock Parties. The former tenants, who witnessed (but were not physically injured in) the accident make allegations virtually identical to those in the other previously filed actions and claim that, as a result of the collapse, they suffered unspecified emotional damage. Several defendants ~~have~~ also filed cross-complaints alleging a variety of claims, including claims against the BlackRock Parties for contribution, negligence, and declaratory relief. BlackRock, Inc. believes the claims against it are without merit and intends to vigorously defend the actions. A trial on all claims is scheduled to begin on February 5, 2018.

April 5, 2011, to the present. The lawsuit generally alleges that the defendants breached their duties towards Plan participants in violation of the Employee Retirement Income Security Act of 1974 by, among other things, offering investment options that were overly expensive, underperformed peer funds, focused disproportionately on active versus passive strategies, and were unduly concentrated with investment options managed by BlackRock. While the complaint does not contain any specific amount in alleged damages, it claims that the purported underperformance and hidden fees cost Plan participants more than $60 million. On October 10, 2017, the plaintiffs filed an Amended Complaint, which, among other things, adds as defendants certain current and former members of the BlackRock Retirement and Investment Committees. The Amended Complaint also includes a new purported class claim on behalf of investors in certain Collective Trust Funds (“CTFs”) managed by BTC. Specifically, the plaintiffs allege that BTC exercised fiduciary authority over its compensation for securities lending services to the CTFs. The defendants believe the claims in this lawsuit are without merit and intend to vigorously defend the action.

During the three months ended September 30, ~~2016,~~2017, the Company made the following purchases of its common stock, which is registered pursuant to Section 12(b) of the Exchange Act.

~~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.~~

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.

		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	3534

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	65

Item 4.	Controls and Procedures	6766

Item 1.	Legal Proceedings	6867

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	69

Item 6.	Exhibits	70

Outstanding at	Performance- Based RSUs			Weighted- Average Grant Date Fair Value
December 31, 2016		610,371		$	315.65
Granted		294,584		$	375.27
Forfeited		(1,430	)	$	296.12
September 30, 2017		903,525		$	335.12

Outstanding at	Market Performance- Based RSUs			Weighted- Average Grant Date Fair Value
December 31, 2015		1,378,177		$	137.07
Converted		(548,227	)	$	115.03
Forfeited		(19,513	)	$	153.74
September 30, 2016⁽¹⁾		810,437		$	151.58

Outstanding at	Market Performance- Based RSUs			Weighted- Average Grant Date Fair Value
December 31, 2016		803,474		$	151.20
Converted		(517,138	)	$	126.76
September 30, 2017⁽¹⁾		286,336		$	195.33

(in millions)
			Gross Unrealized					Carrying
	Cost		Gains		Losses			Value
September 30, 2016	$	85	$	1	$	(1	)	$	85

December 31, 2015	$	45	$	2	$	(3	)	$	44

(in millions)	Indefinite-lived		Finite-lived			Total
December 31, 2015	$	17,108	$	264		$	17,372
Amortization expense		—		(75	)		(75	)
BofA Global Capital Management		70		20			90
September 30, 2016	$	17,178	$	209		$	17,387

(in millions)
Year	Amount
2023	$	34
2024		51
2025		51
2026		51
2027		51
Thereafter		1,007
Total	$	1,245

Outstanding at	Shares under option			Weighted average exercise price
December 31, 2015		154,094		$	167.76
Exercised		(154,094	)	$	167.76
September 30, 2016		—

(in millions)	Unrealized gains (losses) on available-for-sale investments⁽¹⁾			Benefit plans		Foreign currency translation adjustments⁽²⁾			Total
For the Three Months Ended September 30, 2016
June 30, 2016	$	—		$	5	$	(565	)	$	(560	)
Net other comprehensive income (loss) for the three months ended September 30, 2016		—			—		(38	)		(38	)
September 30, 2016	$	—		$	5	$	(603	)	$	(598	)

For the Nine Months Ended September 30, 2016
December 31, 2015	$	(1	)	$	5	$	(452	)	$	(448	)
Other comprehensive income (loss) before reclassifications		—			—		(151	)		(151	)
Amount reclassified from AOCI⁽³⁾		1			—		—			1
Net other comprehensive income (loss) for the nine months ended September 30, 2016		1			—		(151	)		(150	)
September 30, 2016	$	—		$	5	$	(603	)	$	(598	)

(in millions)	Foreign currency translation adjustments⁽¹⁾			Other⁽²⁾			Total
For the Three Months Ended September 30, 2017
June 30, 2017	$	(579	)	$	4		$	(575	)
Net other comprehensive income (loss) for the three months ended September 30, 2017		102			—			102
September 30, 2017	$	(477	)	$	4		$	(473	)
For the Nine Months Ended September 30, 2017
December 31, 2016	$	(721	)	$	5		$	(716	)
Net other comprehensive income (loss) for the nine months ended September 30, 2017		244			(1	)		243
September 30, 2017	$	(477	)	$	4		$	(473	)

	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, 2016 through July 31, 2016		218,220	⁽²⁾	$	360.51		217,436		4,312,657
August 1, 2016 through August 31, 2016		492,899	⁽²⁾	$	370.05		488,723		3,823,934
September 1, 2016 through September 30, 2016		43,100	⁽²⁾	$	371.95		42,264		3,781,670
Total		754,219		$	367.40		748,423

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

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

	~~By:~~	~~/s/ Gary Shedlin~~
~~Date: November 8, 2016~~		~~Gary S. Shedlin~~
		~~Senior Managing Director &~~ ~~Chief Financial Officer~~

	BLACKROCK, INC.
	(Registrant)

	By:	/s/ Gary S. Shedlin
Date: November 8, 2017		Gary S. Shedlin
		Senior Managing Director & Chief Financial Officer